As filed on May 28, 1999 File No. 033-19862
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No. _
Post-Effective Amendment No. 22 _ X
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 26 X
INVESCO TREASURER'S SERIES FUNDS, INC.
(AS SUCCESSOR TO INVESCO TREASURER'S SERIES TRUST)
(Exact Name of Registrant as Specified in Charter)
7800 E. Union Avenue, Denver, Colorado 80237
(Address of Principal Executive Offices)
P.O. Box 173706, Denver, Colorado 80217-3706
(Mailing Address)
Registrant's Telephone Number, including Area Code: (800) 241-5477
Glen A. Payne, Esq.
7800 E. Union Avenue
Denver, Colorado 80237
(Name and Address of Agent for Service)
Copies to: Clifford J. Alexander, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, NW, 2nd Floor
Washington, D.C. 20036-1800
------------
Approximate Date of Proposed Public Offering: As soon as practicable after this
post-effective amendment becomes effective.
It is proposed that this filing will become effective (check appropriate box)
_____ immediately upon filing pursuant to paragraph (b)
__X__ on May 28, 1999, pursuant to paragraph (b)
_____ 60 days after filing pursuant to paragraph (a)(1)
_____ on , pursuant to paragraph (a)(1)
_____ 75 days after filing pursuant to paragraph (a)(2)
_____ on _________, pursuant to paragraph (a)(2) of rule 485
If appropriate, check the following box:
_____ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Pursuant to Rule 414 under the Securities Act of 1933 (the "Securities
Act") by this amendment to the registration statement on Form N-1A of INVESCO
Treasurer's Series Trust, a Massachusetts business trust, the Registrant hereby
adopts the Registration Statemenet of such Trust under the Securities Act and
Notification of Registration and Registration Statement of such trust under the
Investment Company Act of 1940.
<PAGE>
INVESCO TREASURER'S SERIES FUNDS, INC.
CROSS-REFERENCE SHEET
Form N1-A
Item Caption
- --------- -------
Part A Prospectus
1............... Cover Page; Back Cover Page
2............... Investment Goals and Strategies; Fund Performance
3............... Fees and Expenses; Investment Risks
4............... Investment Goals and Strategies; Investment Risks
5............... Not Applicable
6............... Fund Management
7............... Share Price; How To Buy Shares; Your Account Services;
How To Sell Shares; Taxes
8............... Distribution Expenses
9............... Financial Highlights
Part B Statement of Additional Information
10.............. Cover Page; Table of Contents
11.............. The Company
12.............. Investment Policies and Risks; Investment Risks and Strategies
13.............. Management of the Funds
14.............. Control Persons and Principal Shareholders
15.............. Management of the Funds
16.............. Brokerage Allocation and Other Practices
17.............. Capital Stock
18.............. Contained in Prospectuses
19.............. Tax Consequences of Owning Shares of the Funds
20.............. Not Applicable
21.............. Performance
22.............. Financial Statements
Part C Other Information
Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C to this Registration Statement.
<PAGE>
PROSPECTUS | May 28, 1999
YOU SHOULD KNOW WHAT INVESCO KNOWS(TRADEMARK)
INVESCO TREASURER'S SERIES FUNDS, INC.
(formerly, INVESCO Treasurer's Series Trust)
INVESCO TREASURER'S MONEY MARKET RESERVE FUND
INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND
TWO NO-LOAD MUTUAL FUNDS DESIGNED FOR INVESTORS SEEKING A HIGH LEVEL OF CURRENT
INCOME, CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE MAINTENANCE OF
LIQUIDITY.
TABLE OF CONTENTS
Investment Goals And Strategies..................2
Fund Performance.................................3
Fees And Expenses................................4
Investment Risks.................................5
Risks Associated With Particular Investments.....5
Fund Management..................................6
The Fund Portfolio Manager.......................7
Potential Rewards................................7
Share Price......................................8
How To Buy Shares................................8
Your Account Services...........................10
How To Sell Shares..............................11
Dividends And Taxes.............................12
Financial Highlights............................13
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INVESCO
An investment in either of the Funds is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency. Although the Funds
seek to preserve the value of your investment at $1.00 per share, it is possible
to lose money by investing in either Fund.
The Securities and Exchange Commission has not approved or disapproved the
shares of these Funds. Likewise, it has not been determined if this Prospectus
is truthful or complete. Anyone who tells you otherwise is committing a federal
crime.
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THIS PROSPECTUS WILL TELL YOU MORE ABOUT:
[GRAPHIC OMITTED] INVESTMENT OBJECTIVES & STRATEGIES
[GRAPHIC OMITTED] POTENTIAL INVESTMENT RISKS
[GRAPHIC OMITTED] PAST PERFORMANCE & POTENTIAL ADVANTAGES
[GRAPHIC OMITTED] WORKING WITH INVESCO
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED] INVESTMENT GOALS AND STRATEGIES
INVESCO Capital Management, Inc. ("ICM") is the investment adviser for
the Funds. Together with our affiliated companies, we at ICM control all
aspects of the management and sale of the Funds.
FOR MORE DETAILS ABOUT EACH FUND'S CURRENT INVESTMENTS AND MARKET OUTLOOK,
PLEASE SEE THE MOST RECENT ANNUAL OR SEMIANNUAL REPORT.
The Funds are money market funds. They invest in "money market"
securities, which are high quality debt securities with a life span or
remaining maturity of 397 days or less. The average dollar-weighted
maturity of each Fund's portfolios is 90 days or less.
The Funds are not intended for investors seeking capital appreciation or
gain. While not intended as a complete investment program, either of
these Funds may be a valuable element of your investment portfolio.
[GRAPHIC OMITTED] TREASURER'S MONEY MARKET RESERVE FUND
Treasurer's Money Market Reserve Fund invests primarily in short-term
securities issued by large creditworthy corporations, bank and finance
companies, and securities issued by the U.S. government. These
securities include corporate debt securities, bank obligations,
commercial paper, U.S. government debt, and repurchase agreements.
[GRAPHIC OMITTED] TREASURER'S TAX-EXEMPT RESERVE FUND
Treasurer's Tax-Exempt Reserve Fund invests at least 80% of its assets
in short-term municipal securities issued by state, county, and city
governments. The interest on these securities is generally exempt from
federal income tax, although the interest may be included in your income
if you are subject to the federal alternative minimum tax. The interest
on these securities may be subject to state and/or local income taxes.
These securities include municipal notes, short-term municipal bonds,
and variable rate debt obligations.
The rest of the Fund's investment portfolio may be invested in
short-term taxable instruments. These may include corporate debt
securities, bank obligations, commercial paper, U.S. government debt,
and repurchase agreements. We seek to manage the Fund so that
subtantially all of the income produced is exempt from federal income
tax when paid to you, although we cannot guarantee this result.
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INVESTMENT POLICIES APPLICABLE TO BOTH FUNDS
The Funds operate under policies designed to ensure compliance with
specific federal regulations applied to money market funds. These
policies include requirements for:
o maintaining high credit quality of the Funds' investments;
o maintaining a short average portfolio maturity;
o ensuring adequate diversification of both the issuers of the Funds'
investments and the guarantors of those investments, if any; and
o monitoring accurate pricing of the Funds' investments so unfairness
does not result from the use of the amortized cost method to value
those investments.
[GRAPHIC OMITTED] FUND PERFORMANCE
The bar charts below show each Fund's actual yearly performance ended
December 31 (commonly known as its "total return") over the past decade.
The table below shows average annual returns for various periods ended
December 31, 1998 for each Fund. To obtain a Fund's current 7-day yield
information, please call INVESCO at 1-800-525-8085. The bar charts
provide some indication of the risks of investing in the Funds by
showing changes in the year to year performance of each Fund. Remember,
past performance does not indicate how a Fund will perform in the
future.
MONEY MARKET RESERVE FUND TAX-EXEMPT RESERVE FUND
ACTUAL ANNUAL TOTAL RETURN(1) ACTUAL ANNUAL TOTAL RETURN(1)
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
Best calendar qtr. 6/89 2.43% Best calendar qtr. 6/89 1.70%
Worst calendar qtr. 3/93 0.70% Worst calendar qtr. 3/93 0.51%
AVERAGE ANNUAL TOTAL RETURN(1)
AS OF 12/31/98
1 year 5 years 10 years
Treasurer's Money Market Reserve Fund 5.46% 5.24% 5.65%
Treasurer's Tax-Exempt Reserve Fund 3.49% 3.48% 3.96%
(1)Total return figures include reinvested dividends and include the
effect of each Fund's expenses.
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FEES AND EXPENSES
SHAREHOLDER FEES PAID DIRECTLY FROM YOUR ACCOUNT
You pay no fees to purchase Fund shares, to exchange to another INVESCO
fund, or to sell your shares. Accordingly, no fees are paid directly
from your shareholder account. The only Fund costs you pay are annual
Fund operating expenses that are deducted from Fund assets.
ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS
TREASURER'S MONEY MARKET RESERVE FUND
Management Fees 0.25%
Distribution and Service (12b-1) Fees None
Other Expenses None
----
Total Annual Fund Operating Expenses(1) 0.25%
TREASURER'S TAX-EXEMPT RESERVE FUND
Management Fees 0.25%
Distribution and Service (12b-1) Fees None
Other Expenses None
----
Total Annual Fund Operating Expenses (1) 0.25%
(1) Pursuant to the Trust's investment advisory agreement, the Trust's
investment adviser is responsible for the payment of all of the Trust's
expenses other than payment of advisory fees, taxes, interest, and
brokerage commissions.
EXAMPLE
This Example is intended to help you compare the cost of investing in
the Funds to the cost of investing in other mutual funds.
The Example assumes that you invested $10,000 in a Fund for the time
periods indicated and then redeemed all of your shares at the end of
each period. The Example also assumes that your investment had a
hypothetical 5% return each year, and assumes that a Fund's expenses
remained the same. Although a Fund's actual costs and performance may be
higher or lower, based on these assumptions your costs would have been:
1 year 3 years 5 years 10 years
Treasurer's Money Market Reserve Fund $26 $80 $141 $318
Treasurer's Tax-Exempt Reserve Fund $26 $80 $141 $318
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[GRAPHIC OMITTED] INVESTMENT RISKS
BEFORE INVESTING IN A FUND, YOU SHOULD DETERMINE THE LEVEL OF RISK WITH WHICH
YOU ARE COMFORTABLE. TAKE INTO ACCOUNT FACTORS LIKE YOUR AGE, CAREER, INCOME
LEVEL, AND TIME HORIZON.
You should determine the level of risk with which you are comfortable
before you invest. The principal risks of investing in any mutual fund,
including these Funds, are:
NOT INSURED. Mutual funds are not insured by the Federal Deposit
Insurance Corporation ("FDIC") or any other agency, unlike bank deposits
such as CDs or savings accounts.
NO GUARANTEE. No mutual fund can guarantee that it will meet its
investment objectives.
POSSIBLE LOSS OF INVESTMENT. A mutual fund cannot guarantee its
performance. Investment professionals generally consider money market
funds conservative and safe investments, compared to many other
investment alternatives. However, as with all types of securities
investing, investments in money market funds are not guaranteed, and do
present some risk of loss. The Funds will not reimburse you for any
losses.
NOT A COMPLETE INVESTMENT PLAN. An investment in any mutual fund does
not constitute a complete investment plan. The Funds are designed to be
only a part of your personal investment plan.
YEAR 2000. Many computer systems in use today may not be able to
recognize any date after December 31, 1999. If these systems are not
fixed by that date, it is possible that they could generate erroneous
information or fail altogether. INVESCO has committed substantial
resources in an effort to make sure that its own major computer systems
will continue to function on and after January 1, 2000. Of course,
INVESCO cannot fix systems that are beyond its control. If INVESCO's own
systems, or the systems of third parties upon which it relies, do not
perform properly after December 31, 1999, the Funds could be adversely
affected.
In addition, the markets for, or value of, securities in which the Funds
invest may possibly be hurt by computer failures affecting portfolio
investments or trading of securities beginning January 1, 2000. For
example, improperly functioning systems could result in securities trade
settlement problems and liquidity issues, production issues for
individual companies and overall economic uncertainties. Individual
issuers may incur increased costs in making their own systems Year 2000
compliant. The combination of market uncertainty and increased costs
means that there is a possibility that Year 2000 computer issues may
adversely affect the Funds' investments. At this time, it is generally
believed that foreign issuers, particularly those in emerging and other
markets, may be more vulnerable to Year 2000 problems than will be
issuers in the U.S.
[GRAPHIC OMITTED] RISKS ASSOCIATED WITH PARTICULAR INVESTMENTS
The major risks of an investment in the Funds are those that affect the
overall yield of a Fund because the Funds are managed to maintain a
stable share price. The primary factor influencing the overall yield of
the Funds is short-term interest rates.
INTEREST RATE RISK
Interest rate risk is the risk that changes in interest rates will
change the value of debt securites. When interest rates go up, the
market values of previously issued debt securities generally decline.
5
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Also, a Fund's new investments are likely to be in debt securities
paying lower rates than the rest of a Fund's portfolio when interest
rates go down. This reduces the Fund's yield. A weak economy or strong
stock market may cause interest rates to decline.
CREDIT RISK
The Funds invest in debt instruments, such as notes and bonds. There is
a possibility that the issuers of these instruments will be unable to
meet interest payments or repay principal. Changes in the financial
strength of an issuer may reduce the credit rating of its debt
instruments and may affect their value.
DURATION RISK
Duration is a measure of a debt security's sensitivity to interest rate
changes. Duration of money market securities is usually expressed in
terms of days or months, with longer durations usually more sensitive to
interest rate fluctuations.
OPPORTUNITY RISK
With long term investment plans, there may be a risk that you are not
taking enough risk, and missing the opportunity on other less
conservative but potentially more rewarding investments. The Funds have
an investment goal of current income, not capital appreciation.
Therefore the Funds, by themselves, will not be a suitable investment
for people seeking long-term growth for objectives such as retirement or
the funding of a child's college education.
COUNTERPARTY RISK
This is a risk associated primarily with repurchase agreements. It is
the risk that the other party in such a transaction will not fulfill its
contractual obligation to complete a transaction with a Fund.
[GRAPHIC OMITTED] FUND MANAGEMENT
THE INVESTMENT ADVISER
INVESCO IS A SUBSIDIARY OF AMVESCAP PLC, AN INTERNATIONAL INVESTMENT MANAGEMENT
COMPANY THAT MANAGES MORE THAN $275 BILLION IN ASSETS WORLDWIDE. AMVESCAP IS
BASED IN LONDON, WITH MONEY MANAGERS LOCATED IN EUROPE, NORTH AND SOUTH AMERICA,
AND THE FAR EAST.
ICM, located at 1315 Peachtree Street, N.E., Atlanta, Georgia is the
investment adviser of the Funds. INVESCO Distributors, Inc. ("IDI") is
the Funds' distributor and is responsible for the sale of the Funds'
shares. ICM and IDI are subsidiaries of AMVESCAP PLC.
The following table shows the fees the Funds paid to ICM for its
advisory services in the year ended December 31, 1998:
ADVISORY FEE AS A PERCENTAGE OF
AVERAGE ANNUAL ASSETS UNDER MANAGEMENT
- --------------------------------------------------------------------------------
Treasurer's Money Market Reserve Fund 0.25%
Treasurer's Tax-Exempt Reserve Fund 0.25%
6
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[GRAPHIC OMITTED] THE PORTFOLIO MANAGER
George S. Robinson is primarily responsible for the day-to-day
management of the Funds' portfolio holdings.
GEORGE S. ROBINSON has been portfolio manager of the Funds since 1988
and was formerly (1986 to 1987) Vice President of Citicorp Investment
Bank. He began his investment career in 1965.
[GRAPHIC OMITTED] POTENTIAL REWARDS
NO SINGLE FUND SHOULD REPRESENT YOUR COMPLETE INVESTMENT PROGRAM NOR SHOULD YOU
ATTEMPT TO USE THE FUNDS FOR LONG-TERM CAPITAL GROWTH PURPOSES.
The Funds offer shareholders the potential for monthly payment of
income, while maintaining a stable share value, at a level of risk lower
than many other types of investments. Yields on short-term securities
tend to be lower than the yields on longer term fixed-income securities.
The Funds seek to provide higher returns than other money market funds
and the money market in general, but cannot guarantee that performance.
SUITABILITY FOR INVESTORS
Only you can determine if an investment in a Fund is right for you based
upon your own economic situation, the risk level with which you are
comfortable and other factors. In general, the Funds are most suitable
for investors who:
o want to earn income at current money market rates
o want to preserve the value of their investment
o do not want to be exposed to a high level of risk
o are seeking federally tax-exempt income (Tax-Exempt Reserve Fund only)
You probably do not want to invest in the Funds if you are:
o primarily seeking long-term growth (although the Funds may serve as
the cash equivalent portion of a balanced investment program).
7
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[GRAPHIC OMITTED] SHARE PRICE
The value of your Fund shares is not likely to change from $1.00,
although this cannot be guaranteed. This value is known as the Net Asset
Value per share, or NAV. INVESCO Funds Group, Inc. ("INVESCO")
determines the value of each investment in each Fund's portfolio each
day that the New York Stock Exchange ("NYSE") is open, at the close of
trading on that exchange (normally, 4:00 p.m. Eastern time). Therefore,
shares of the Funds are not priced on days when the NYSE is closed,
which, generally, is on weekends and national holidays in the U.S.
THE COMBINATION OF THE AMORTIZED COST METHOD OF VALUATION AND THE DAILY
DECLARATION OF DIVIDENDS MEANS THAT EACH FUND'S NET ASSET VALUE IS EXPECTED TO
BE $1.00 PER SHARE, DESPITE CHANGES IN THE MARKET VALUE OF A FUND'S SECURITIES.
The Funds use the amortized cost method for establishing the value of
their investments. The amortized cost method values securities at their
cost at the time of purchase, and then amortizes the discount or premium
to maturity. The Funds declare dividends daily, based upon the interest
earned by the Funds' investments that day. The combination of the
amortized cost method of valuation and the daily declaration of
dividends means that each Fund's net asset value is expected to be $1.00
per share, despite changes in the market value of a Fund's securities.
However, we cannot guarantee that each Fund's net asset value will be
maintained at a constant value of $1.00 per share.
All purchases, sales and exchanges of Fund shares are made by INVESCO at
the NAV next calculated after INVESCO receives proper instructions from
you to purchase, redeem or exchange shares of a Fund. Your instructions
must be received by INVESCO no later than the close of the NYSE to
effect transactions that day. If INVESCO hears from you after that time,
your instructions will be processed on the next day that the NYSE is
open.
[GRAPHIC OMITTED] HOW TO BUY SHARES
TO BUY SHARES AT THAT DAY'S CLOSING PRICE, YOU MUST CONTACT US BEFORE THE CLOSE
OF THE NYSE, NORMALLY, 4:00 P.M. EASTERN TIME.
The following chart shows several convenient ways to invest in the
Funds. There is no charge to invest, exchange or redeem shares when you
make transactions directly through INVESCO. However, if you invest in a
Fund through a securities broker, you may be charged a commission or
transaction fee for either purchases or sales of Fund shares. For all
new accounts, please send a completed application form and specify the
fund or funds you wish to purchase.
INVESCO reserves the right to increase, reduce or waive each Fund's
minimum investment requirements in its sole discretion, if it determines
this action is in the best interests of that Fund's shareholders.
INVESCO also reserves the right in its sole discretion to reject any
order to buy Fund shares, including purchases by exchange.
MINIMUM INITIAL INVESTMENT: $100,000, which may be waived in certain
cases.
MINIMUM SUBSEQUENT INVESTMENT: $5,000
8
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FUND EXCHANGES CAN BE A CONVENIENT WAY FOR YOU TO DIVERSIFY YOUR INVESTMENTS, OR
TO REALLOCATE YOUR INVESTMENTS WHEN YOUR OBJECTIVES CHANGE.
EXCHANGE POLICY. You may exchange your shares in either of the Funds for
those in another INVESCO mutual fund on the basis of their respective
NAVs at the time of the exchange. Before making any exchange, be sure to
review the prospectuses of the funds involved and consider the
differences between the funds. Also, be certain that you qualify to
purchase shares in the new fund. An exchange is the sale of shares from
one fund immediately followed by the purchase of shares in another.
Therefore, any gain or loss realized on the exchange is recognizable for
federal income tax purposes (unless, of course, you or your account
qualifies as tax-deferred under the Internal Revenue Code). If the
shares of the fund you are selling have gone up in value since you
bought them, the sale portion of an exchange may result in taxable
income to you.
We have the following policies governing exchanges:
o Both fund accounts involved in the exchange must be registered in
exactly the same name(s) and Social Security or federal tax I.D.
number(s).
o You may make up to four exchanges out of each Fund per year.
o Each Fund reserves the right to reject any exchange request, or to
modify or terminate the exchange policy, if it is in the best
interests of the Fund and its shareholders. Notice of all such
modifications or terminations that affect all shareholders of the Fund
will be given at least 60 days prior to the effective date of the
change, except in unusual instances, including a suspension of the
exchanged security under Section 22(e) of the Investment Company Act
of 1940.
In addition, the ability to exchange may be temporarily suspended at any
time that sales of the fund into which you wish to exchange are
temporarily stopped.
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<CAPTION>
METHOD INVESTMENT MINIMUM PLEASE REMEMBER
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<S> <C> <C>
BY CHECK, ACH OR WIRE $100,000; $5,000 minimum for Please remember that if you pay
Mail checks to: each subsequent investment. by check, ACH or wire and your
INVESCO Funds Group, Inc., funds do not clear, you will be
P.O. Box 173706, responsible for any related
Denver, CO 80217-3706. loss to any Fund or INVESCO. If
You may send us a check by you are already an INVESCO
overnight courier to funds shareholder, the Fund may
7800 E. Union Ave. seek reimbursement for any loss
Denver, CO 80237 from your existing account(s).
Or you may purchase shares
by bank wire or ACH (call
INVESCO for instructions).
- -----------------------------------------------------------------------------------------------------------------
BY EXCHANGE $100,000 to open a new See "Exchange Policy."
Between two INVESCO funds. Call account; $5,000 to purchase
1-800-525-8085 for prospectuses additional shares for an
of other INVESCO funds. existing account.
Exchanges may be made in writing
by phone or at our Web site at
www.invesco.com.
</TABLE>
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[GRAPHIC OMITTED] YOUR ACCOUNT SERVICES
INVESCO PROVIDES YOU WITH SERVICES DESIGNED TO MAKE IT SIMPLE FOR YOU TO BUY,
SELL OR EXCHANGE YOUR SHARES OF ANY INVESCO MUTUAL FUND.
SHAREHOLDER ACCOUNTS. INVESCO maintains your share account, which
contains your current Fund holdings. The Funds no longer issue share
certificates. You have greater flexibility to conduct transactions
without certificates. If you hold share certificates, you will have to
return them to INVESCO in order to sell or exchange your shares, which
will delay your sale.
QUARTERLY INVESTMENT SUMMARIES. Each calendar quarter, you receive a
written statement which consolidates and summarizes account activity and
value at the beginning and end of the period for each of your INVESCO
funds.
TRANSACTION CONFIRMATION. You receive detailed confirmations of
individual purchases, exchanges and sales. If you choose certain
recurring transaction plans your transactions are confirmed on your
quarterly Investment Summaries.
CHECKWRITING. You may redeem shares of a Fund by check. We will provide
personalized checks at no charge within 30 days of your account opening.
Checks may be made payable to any party in any amount of $2,500 or more.
Shares of the Fund will be redeemed to cover payment of the check.
INVESCO reserves the right to institute a charge for this service upon
notice to all shareholders. Further information about this option may be
obtained from INVESCO.
YOU CAN CONDUCT MOST TRANSACTIONS AND CHECK ON YOUR ACCOUNT THROUGH OUR
TOLL-FREE TELEPHONE NUMBER. YOU MAY ALSO ACCESS PERSONAL ACCOUNT INFORMATION AT
OUR WEB SITE, WWW.INVESCO.COM.
TELEPHONE TRANSACTIONS. You may exchange and sell Fund shares by
telephone, unless you specifically decline these privileges when you
fill out the INVESCO new account Application.
Unless you decline the telephone transaction privileges, when you fill
out and sign the new account Application, a Telephone Transaction
Authorization Form, or otherwise use your telephone transaction
privileges, you lose certain rights if someone gives fraudulent or
unauthorized instructions to INVESCO that result in a loss to you. In
general, if INVESCO has followed reasonable procedures, such as
recording telephone instructions and sending written transaction
confirmations, INVESCO is not liable for following telephone
instructions that it believes to be genuine. Therefore, you have the
risk of loss due to unauthorized or fraudulent instructions.
IRAS AND OTHER RETIREMENT PLANS. Shares of any INVESCO mutual fund may
be purchased for Individual Retirement Accounts ("IRAs") and many other
types of tax-deferred retirement plans. Please call INVESCO for
information and forms to establish or transfer your existing plan or
account.
10
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[GRAPHIC OMITTED] HOW TO SELL SHARES
TO SELL SHARES AT THAT DAY'S CLOSING PRICE, YOU MUST CONTACT US BEFORE 4:00 P.M.
EASTERN TIME.
The following chart shows several convenient ways to sell your Fund
shares. Shares of the Funds may be sold at any time at the next NAV
calculated after your request to sell in proper form is received by
INVESCO. If you own shares in more than one INVESCO fund, please specify
the fund whose shares you wish to sell. While INVESCO attempts to
process telephone redemptions promptly, there may be times particularly
in periods of severe economic or market disruption - when you may
experience delays in redeeming shares by phone.
INVESCO usually mails you the proceeds from the sale of Fund shares
within seven days after we receive your request to sell in proper form.
However, payment may be postponed under unusual circumstances - for
instance, if normal trading is not taking place on the NYSE, or during
an emergency as defined by the Securities and Exchange Commission. If
your INVESCO fund shares were purchased by a check which has not yet
cleared, payment will be made promptly when your purchase check does
clear; that can take up to 15 days.
Because of the Funds' expense structures, it costs as much to handle a
small account as it does to handle a large one. If the value of your
account in any Fund falls below $50,000 as a result of your actions (for
example, sale of your Fund shares), each Fund reserves the right to sell
all of your shares, send the proceeds of the sale to you and close your
account. Before this is done, you will be notified and given 60 days to
increase the value of your account to $50,000 or more.
It is possible that in the future conditions may exist which would make
it undesirable for a Fund to pay for redeemed shares in cash. In such
cases, the trustees of the Funds may authorize payment to be made in
portfolio securities or other property of the applicable Fund. However,
we are obligated under the Investment Company Act of 1940 to redeem for
cash all shares of a Fund presented for redemption by any one
shareholder up to $250,000 (or 1% of the applicable Fund's net assets if
that is less) in any 90-day period. Securities delivered in payment of
redemptions are valued at fair market value as determined in good faith
by the trustees of the Funds. Shareholders receiving such securities are
likely to incur brokerage costs on their subsequent sales of such
securities. To date, the Trust has always paid for redeemed shares in
cash.
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METHOD MINIMUM REDEMPTION PLEASE REMEMBER
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<S> <C> <C>
BY TELEPHONE Any amount. INVESCO's telephone redemption
Call us toll-free at privileges may be modified or
1-800-525-8085. terminated in the future at
INVESCO's discretion.
----------------------------------------------------------------------------------------------------------------
IN WRITING Any amount. The redemption request INVESCO no longer issues paper
Mail your request to INVESCO must be signed by all registered certificates for shares. If the shares
Funds Group, Inc., P.O. Box 173706, account owners. Payment will be you are selling are represented by
Denver, CO 80217-3706. You may mailed to your address as it appears stock certificates, the certificates
also send your request by overnight on INVESCO's records, or to a bank must be sent to INVESCO before we
courier to 7800 E. Union Ave. designated by you in writing. can process your redemption.
Denver, CO 80237
----------------------------------------------------------------------------------------------------------------
BY CHECK $2,500 minimum per check. Personalized checks are available from
INVESCO without charge upon request.
Checks may be payable to any party.
11
<PAGE>
METHOD MINIMUM REDEMPTION PLEASE REMEMBER
----------------------------------------------------------------------------------------------------------------
BY EXCHANGE Any amount. See "Exchange Policy."
Between two INVESCO funds. Call
1-800-525-8085 for prospectuses
of other INVESCO funds. Exchanges
may be made in writing or by phone
or at our Web site at
www.invesco.com. You may also
establish an automatic monthly
exchange service between two
INVESCO funds; call us for further
details and the correct form.
----------------------------------------------------------------------------------------------------------------
PAYMENT TO THIRD PARTY Any amount. All registered account owners must
Mail your request to INVESCO sign the request, with signature
Funds Group, Inc., P.O. Box 173706 guarantees from an eligible guarantor
Denver, CO 80217-3706. financial institution, such as a
commercial bank or a recognized
national or regional securities firm.
</TABLE>
[GRAPHIC OMITTED] DIVIDENDS AND TAXES
TO AVOID BACKUP WITHHOLDING, BE SURE WE HAVE YOUR CORRECT SOCIAL SECURITY OR
TAXPAYER IDENTIFICATION NUMBER. WE WILL PROVIDE YOU WITH DETAILED INFORMATION
EVERY YEAR ABOUT YOUR DIVIDENDS.
Everyone's tax status is unique. We encourage you to consult your own
tax adviser on the tax impact to you of investing in the Funds.
Each Fund earns ordinary or investment income from interest on its
investments. The Funds expect to distribute substantially all of this
investment income, less Fund expenses, to shareholders. You will
ordinarily earn income on each day you are invested in one of the Funds,
and that income is paid by the Fund to you once a month. Dividends are
automatically reinvested in additional shares of a Fund at the net asset
value on the monthly dividend distribution date, unless you request that
dividends be paid in cash.
Unless you are (or your account is) exempt from income taxes, you must
include all dividends paid to you by the Treasurer's Money Market
Reserve Fund in your taxable income for federal, state and local income
tax purposes. Dividends and other distributions usually are taxable
whether you receive them in cash or automatically reinvest them in
shares of the distributing Fund or other INVESCO funds.
Substantially all of the dividends that you receive from the Treasurer's
Tax-Exempt Reserve Fund are expected to be exempt from federal income
taxes, but there is no assurance that this will be the case. During the
fiscal year ended December 31, 1998, 91.80% of the dividends declared by
this Fund were exempt from federal income taxes. There is no assurance
that this will be the case in future years. Dividends that you receive
from the Funds may be subject to state and local taxes, or to the
federal Alternative Minimum Tax.
If you have not provided INVESCO with complete, correct tax information,
the Funds are required by law to withhold 31% of your distributions and
any money that you receive from the sale of shares of the Funds as a
backup withholding tax.
Each year, INVESCO will provide you with information about any Fund
dividends, and the tax status of your dividends, that is required for
you to complete your yearly tax filings.
12
<PAGE>
FINANCIAL HIGHLIGHTS
(For a Fund Share Outstanding Throughout Each Period)
The following information has been audited by PricewaterhouseCoopers
LLP, independent accountants. This information should be read in
conjunction with the audited financial statements and the Report of
Independent Accountants thereon appearing in the Company's 1998 Annual
Report to Shareholders, which is incorporated by reference into the
Statement of Additional Information. Both are available without charge
by contacting IDI at the address or telephone number on the back cover
of this Prospectus. The Annual Report also contains information about
the Funds' performance.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
------------------------------------------------
1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C>
TREASURER'S MONEY MARKET RESERVE FUND
PER SHARE DATA
Net Asset Value Beginning of Period $1.00 $1.00 $1.00 $1.00 $1.00
- --------------------------------------------------------------------------------------------
INCOME AND DISTRIBUTIONS FROM
INVESTMENT OPERATIONS
NET INVESTMENT INCOME EARNED AND
DISTRIBUTED TO SHAREHOLDERS 0.05 0.05 0.05 0.06 0.04
============================================================================================
Net Asset Value End of Period $1.00 $1.00 $1.00 $1.00 $1.00
============================================================================================
TOTAL RETURN 5.46% 5.48% 5.30% 5.82% 4.13%
RATIOS
Net Assets End of Period ($000 Omitted) $34,236 $67,146 $113,281 $141,885 $93,131
Ratio of Expenses to Average Net Assets 0.25% 0.25% 0.25% 0.25% 0.25%
Ratio of Net Investment Income to 5.35% 5.32% 5.17% 5.71% 4.02%
Average Net Assets
</TABLE>
13
<PAGE>
FINANCIAL HIGHLIGHTS (continued)
(For a Fund Share Outstanding Throughout Each Period)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
------------------------------------------------
1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C>
TREASURER'S TAX-EXEMPT RESERVE FUND
PER SHARE DATA
Net Asset Value Beginning of Period $1.00 $1.00 $1.00 $1.00 $1.00
- --------------------------------------------------------------------------------------------
INCOME AND DISTRIBUTIONS FROM
INVESTMENT OPERATIONS
Net Investment Income Earned and
Distributed to Shareholders 0.03 0.04 0.03 0.04 0.03
============================================================================================
Net Asset Value End of Period $1.00 $1.00 $1.00 $1.00 $1.00
============================================================================================
TOTAL RETURN 3.49% 3.74% 3.45% 3.90% 2.81%
RATIOS
Net Assets End of Period ($000 Omitted) $36,707 $22,084 $23,386 $21,928 $19,716
Ratio of Expenses to Average Net Assets 0.25% 0.25% 0.25% 0.25% 0.25%
Ratio of Net Investment Income to
Average Net Assets 3.38% 3.68% 3.40% 3.86% 2.69%
</TABLE>
14
<PAGE>
MAY 28, 1999
INVESCO TREASURER'S SERIES FUNDS, INC.
INVESCO TREASURER'S MONEY MARKET RESERVE FUND
INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND
You may obtain additional information about the Funds from several
sources.
FINANCIAL REPORTS. Although this Prospectus describes the Funds'
anticipated investments and operations, the Funds also prepare annual
and semiannual reports that detail the Funds' actual investments at the
report date. These reports include discussion of each Fund's recent
performance, as well as market and general economic trends affecting
each Fund's performance. The annual report also includes the report of
the Funds' independent accountants.
STATEMENT OF ADDITIONAL INFORMATION. The SAI dated May 28, 1999 is a
supplement to this Prospectus and has detailed information about the
Funds and their investment policies and practices. A current SAI for the
Funds is on file with the Securities and Exchange Commission and is
incorporated in this Prospectus by reference; in other words, the SAI is
legally a part of this Prospectus, and you are considered to be aware of
the contents of the SAI.
INTERNET. The current Prospectus, SAI and annual or semiannual report
may be accessed through the SEC Web site at www.sec.gov.
To obtain a free copy of the current Prospectus, annual report,
semiannual report or SAI, write to INVESCO Distributors, Inc., P.O. Box
173706, Denver, Colorado 80217-3706; or call 1-800-525-8085. Copies of
these materials are also available (with a copying charge) from the
SEC's Public Reference Section at 450 Fifth Street, N.W., Washington,
D.C. Information on the Public Reference Section can be obtained by
calling 1-800-SEC-0330. The SEC file numbers for the Funds are 811-5460
and 033-19862.
To reach PAL(R), your 24-hour Personal Account Line, call:
1-800-424-8085.
If you're in Denver, please visit one of our convenient Investor
Centers:
Cherry Creek
155-B Fillmore Street
Denver Tech Center
7800 East Union Avenue
15
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
INVESCO Treasurer's Series Funds, Inc.
(formerly, INVESCO Treasurer's Series Trust)
INVESCO Treasurer's Money Market Reserve Fund
INVESCO Treasurer's Tax-Exempt Reserve Fund
Address: Mailing Address:
7800 E. Union Ave., Denver, CO 80237 P.O. Box 173706, Denver, CO 80217-3706
Telephone:
In continental U.S., 1-800-525-8085
May 28, 1999
- ------------------------------------------------------------------------------
A Prospectus for Treasurer's Money Market Reserve and Treasurer's Tax-Exempt
Reserve Funds dated May 28, 1999 provides the basic information you should know
before investing in a Fund. This Statement of Additional Information ("SAI") is
incorporated by reference into the Funds' Prospectus; in other words, this SAI
is legally part of the Funds' Prospectus. Although this SAI is not a prospectus,
it contains information in addition to that set forth in the Prospectus. It is
intended to provide additional information regarding the activities and
operations of the Funds and should be read in conjunction with the Prospectus.
You may obtain, without charge, copies of the current Prospectus of the Funds,
SAI and current annual and semiannual reports by writing to INVESCO
Distributors, Inc., P.O. Box 173706, Denver, CO 80217-3706, or by calling
1-800-525-8085.
16
<PAGE>
TABLE OF CONTENTS
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Investments, Policies and Risks . . . . . . . . . . . . . . . . . . . . . . .18
Investment Restrictions and Strategies. . . . . . . . . . . . . . . . . . . . 23
Management of the Funds . . . . . . . . . . . . . . . . . . . . . . . . . . .26
Other Service Providers . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Brokerage Allocation and Other Practices . . . . . . . . . . . . . . . . . . .44
Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Tax Consequences of Owning Shares of the Fund . . . . . . . . . . . . . . . . 46
Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . .49
Appendix A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .50
17
<PAGE>
THE COMPANY
The Company was incorporated as INVESCO Treasurer's Series Funds, Inc. on
March 17, 1999, under the laws of Maryland. On May 28, 1999, the Company
assumed all of the assets and liabilities of INVESCO Treasurer's Series Trust,
which was organized under the laws of the Commonwealth of Massachusetts as a
Massachusetts business trust on January 27, 1988.
The Trust is an open-end, diversified, no-load management investment company
currently consisting of two portfolios of investments: Treasurer's Money Market
Reserve Fund and Treasurer's Tax-Exempt Reserve Fund (the "Funds"). Additional
funds may be offered in the future.
"Open-end" means that each Fund issues an indefinite number of shares which it
continuously offers to redeem at net asset value per share ("NAV"). A
"management" investment company actively buys and sells securities for each
portfolio at the direction of a professional manager. Open-end management
investment companies (or one or more series of such companies, such as the
Funds) are commonly referred to as mutual funds. The Funds do not charge sales
fees to purchase their shares.
INVESTMENTS, POLICIES AND RISKS
The principal investments and policies of the Funds are discussed in the
Prospectus of the Funds. The investment objective of each of the Funds is to
achieve as high a level of current income as is consistent with the preservation
of capital, the maintenance of liquidity, and investing in high quality
instruments. Each Fund's assets are invested in securities having maturities of
397 days or less, and the dollar- weighted average maturity of the portfolio
will not exceed 90 days. The Funds buy only securities determined by the
Adviser, pursuant to procedures approved by the board of trustees, to be of high
quality with minimal credit risk and to be eligible for investment by the Funds
under applicable U.S. Securities and Exchange Commission ("SEC") rules. See
Appendix A for descriptions of the investment instruments referred to below, as
well as discussions of the degrees of risk involved in purchasing these
instruments.
TREASURER'S MONEY MARKET RESERVE FUND
Treasurer's Money Market Reserve Fund attempts to achieve its objective by
investing in debt securities, including short-term money market instruments
issued or guaranteed by the U.S. government or its agencies or
instrumentalities, obligations of financial institutions, which may include
demand features (such as the following instruments determined to be readily
marketable by the Adviser: certificates of deposit, time deposits and bankers'
acceptances of domestic and foreign banks, and funding agreements issued by
domestic insurance companies), corporate debt securities other than commercial
paper, and loan participation agreements. Corporate debt securities acquired by
the Fund must be rated by at least two nationally recognized statistical rating
organizations ("NRSROs"), generally S&P and Moody's, in one of the two highest
rating categories (AAA or AA by S&P or Aaa or Aa by Moody's), or where the
obligation is rated only by S&P or Moody's, and not by any other NRSRO, such
obligation is rated AAA or AA by S&P, or Aaa or Aa by Moody's. The Fund limits
purchases of instruments issued by banks to those instruments which are rated in
18
<PAGE>
one of the two highest categories by an NRSRO, and which are issued by banks
which have total assets in excess of $4 billion and meet other criteria
established by the board of trustees. The Fund limits investments in foreign
bank obligations to U.S. dollar denominated obligations of foreign banks which
have assets of at least $10 billion, have branches or agencies in the U.S., and
meet other criteria established by the board of trustees. From time to time, on
a temporary basis for defensive purposes, the Fund may hold cash.
Commercial paper acquired by the Fund must be rated by at least two NRSROs,
generally S&P and Moody's, in the highest rating category (A-1 by S&P or P-1 by
Moody's), or, where the obligation is rated by only S&P or Moody's and not by
any other NRSRO, such obligation is rated A-1 or P-1. Money market instruments
purchased by the Fund which are not rated by any NRSRO must be determined by the
Adviser to be of equivalent credit quality to the rated securities in which the
Fund may invest. In the Adviser's opinion, obligations that are not rated are
not necessarily of lower quality than those which are rated; however, they may
be less marketable and typically may provide higher yields. The Fund invests in
unrated securities only when such an investment is in accordance with the Fund's
investment objective of achieving a high level of current income and when such
investment will not impair the Fund's ability to comply with requests for
redemptions.
LOAN PARTICIPATION INTERESTS -- Treasurer's Money Market Reserve Fund may
purchase loan participation interests in all or part of specific holdings of
corporate debt obligations. The issuer of such debt obligations is also the
issuer of the loan participation interests into which the obligations have been
apportioned. The Fund will purchase only loan participation interests issued by
companies whose commercial paper is currently rated in the highest rating
category by at least two NRSROs, generally S&P and Moody's (A-1 by S&P or P-1 by
Moody's), or where such instrument is rated only by S&P or Moody's and not by
any other NRSRO, such instrument is rated A-1 or P-1. Such loan participation
interests will only be purchased from banks which meet the criteria for banks
discussed above and registered broker-dealers or registered government
securities dealers which have outstanding either commercial paper or other
short-term debt obligations rated in the highest rating category by at least two
NRSROs or by one NRSRO if such obligation is rated by only one NRSRO. Such banks
and security dealers are not guarantors of the debt obligations represented by
the loan participation interests, and therefore are not responsible for
satisfying such debt obligations in the event of default. Additionally, such
banks and securities dealers act merely as facilitators, with regard to
repayment by the issuer, with no authority to direct or control repayment. The
Fund will attempt to ensure that there is a readily available market for all of
the loan participation interests in which it invests. The Fund's investments in
loan participation interests for which there is not a readily available market
are considered to be investments in illiquid securities.
CERTIFICATES OF DEPOSIT IN FOREIGN BANKS AND U.S. BRANCHES OF FOREIGN BANKS --
Treasurer's Money Reserve Fund may maintain time deposits in and invest in U.S.
dollar denominated certificates of deposit issued by foreign banks and foreign
branches of U.S. banks. The Fund limits investments in foreign bank obligations
to U.S. dollar denominated obligations of foreign banks which have more than $10
billion in assets, have branches or agencies in the U.S., and meet other
criteria established by the board of trustees. Investments in foreign securities
involve special considerations. There is generally less publicly available
19
<PAGE>
information about foreign issuers since many foreign countries do not have the
same disclosure and reporting requirements as are imposed by the U.S. securities
laws. Moreover, foreign issuers are generally not bound by uniform accounting
and auditing and financial reporting requirements and standards of practice
comparable to those applicable to domestic issuers. Such investments may also
entail the risks of possible imposition of dividend withholding or confiscatory
taxes, possible currency blockage or transfer restrictions, expropriation,
nationalization or other adverse political or economic developments, and the
difficulty of enforcing obligations in other countries.
The Fund may also invest in bankers' acceptances, time deposits and certificates
of deposit of U.S. branches of foreign banks and foreign branches of U.S. banks.
Investments in instruments of U.S. branches of foreign banks will be made only
with branches that are subject to the same regulations as U.S. banks.
Investments in instruments issued by a foreign branch of a U.S. bank will be
made only if the investment risk associated with such investment is the same as
that involving an investment in instruments issued by the U.S. parent, with the
U.S. parent unconditionally liable in the event that the foreign branch fails to
pay on the investment for any reason.
INSURANCE FUNDING AGREEMENTS -- The Fund may also invest in funding agreements
issued by domestic insurance companies. Such funding agreements will only be
purchased from insurance companies which have outstanding an issue of long-term
debt securities rated AAA or AA by S&P, or Aaa or Aa by Moody's. In all cases,
the Fund will attempt to obtain the right to demand payment, on not more than
seven days' notice, for all or any part of the amount subject to the funding
agreement, plus accrued interest. The Fund intends to execute its right to
demand payment only as needed to provide liquidity to meet redemptions, or to
maintain a high quality investment portfolio. The Fund's investments in funding
agreements that do not have this demand feature, or for which there is not a
readily available market, are considered to be investments in illiquid
securities.
TREASURER'S TAX-EXEMPT RESERVE FUND
Treasurer's Tax-Exempt Reserve Fund will attempt to achieve its objective by
investing in short-term debt securities the interest on which is exempt from
federal taxation, including short-term municipal obligations, such as tax
anticipation notes, revenue anticipation notes and bond anticipation notes;
tax-exempt commercial paper; and variable rate demand notes. It is the intention
of this Fund to qualify to pay exempt-interest dividends for federal tax
purposes. There can be no assurance that this Fund will qualify each year to pay
exempt-interest dividends.
It is a fundamental policy of the Fund that, under normal market conditions, it
will have at least 80% of its net assets invested in municipal obligations that,
based on the opinion of counsel to the issuer, pay interest free from federal
income tax. It is the Fund's present intention (but not a fundamental policy) to
invest its assets so that substantially all of its annual income will be
tax-exempt. This Fund may invest in municipal obligations whose interest income
may be specially treated as a tax preference item under the alternative minimum
tax ("AMT"). Securities that generate income that is a tax preference item may
not be counted towards the 80% tax exempt threshold described above. Tax-exempt
income may result in an indirect tax preference item for corporations, which may
subject an investor to liability under the AMT depending on its particular
situation. This Fund, however, will not invest more than 20% of its net assets
in obligations the interest from which gives rise to a preference item for the
20
<PAGE>
purpose of the AMT and in other investments subject to federal income tax.
Distributions from this Fund may be subject to state and local taxes.
Municipal bonds purchased by the Fund must be rated by at least two NRSROs -
generally S&P and Moody's - in the highest rating category (AAA or AA by S&P or
Aaa or Aa by Moody's), or by one NRSRO if such obligations are rated by only one
NRSRO. Municipal notes or municipal commercial paper must be rated in the
highest rating category by at least two NRSROs, or where the note or paper is
rated only by one NRSRO, in the highest rating category by that NRSRO. If a
security is unrated, the Fund may invest in such security if the Adviser
determines, in an analysis similar to that performed by Moody's or S&P in rating
similar securities and issuers, that the security is comparable to that eligible
for investment by the Fund.
GUARANTEES -- In order to enhance the liquidity, stability or quality of a
municipal obligation, the Fund may acquire a right to sell an obligation to
another party at a guaranteed price approximating par value, either on demand or
at specified intervals. The right to sell may form part of the obligation or be
acquired separately by the Fund. These rights may be referred to as demand
features, guarantees or puts, depending on their characteristics (collectively
referred to as "Guarantees"), and may involve letters of credit or other credit
support arrangements supplied by domestic or foreign banks supporting the other
party's ability to purchase the obligation from the Fund. The Fund will acquire
Guarantees solely to facilitate portfolio liquidity and does not intend to
exercise them for trading purposes. In considering whether an obligation meets
the Fund's quality standards, the Fund may look to the creditworthiness of the
party providing the right to sell or to the quality of the obligation itself.
The acquisition of a Guarantee will not affect the valuation of the underlying
obligation which will continue to be valued in accordance with the amortized
cost method of valuation.
The Fund may not invest more than five percent of its net assets in securities
subject to conditional demand features from, or securities directly issued by,
the same institution. Rule 5b-2 of the Investment Company Act of 1940, which
describes the treatment of guarantees in determining whether a mutual fund has a
diversified portfolio of investments, provides that a Guarantee of a security
issued by a guarantor is not a security issued by such guarantor provided that
the value of all securities issued or guaranteed by the guarantor, and owned by
a fund, does not exceed 10% of the total assets of the fund. Investments in
securities with the same guarantor which exceed 10% of a fund's total assets are
included for purposes of Rule 5b-2 diversification. In considering whether an
obligation meets the Fund's quality standards, the Fund may look to the
creditworthiness of the party permitting the valuation of the underlying
obligation. These guidelines only apply immediately after the acquisition of a
security.
Guarantees acquired by the Fund will have the following features: (1) they will
be in writing and will be physically held by the Fund's custodian; (2) the
Fund's rights to exercise them will be unconditional and unqualified; (3) they
will be entered into only with sellers which in the Adviser's opinion present a
minimal risk of default; (4) although Guarantees will not be transferable,
municipal obligations purchased subject to such rights may be sold to a third
party at any time, even though the right is outstanding; and (5) their exercise
price will be (i) the Fund's acquisition cost (excluding the cost, if any, of
the Guarantee) of the municipal obligations which are subject to the right
(excluding any accrued interest which the Fund paid on their acquisition), less
22
<PAGE>
any amortized market premium or plus any amortized market or original issue
discount during the period the Fund owned the securities, plus (ii) all interest
accrued on the securities since the last interest payment date.
TEMPORARY DEFENSIVE POSITION -- From time to time, on a temporary basis for
defensive purposes, the Fund may also hold 100 % of its assets in cash or invest
in taxable short term investments ("taxable investments"), including obligations
of the U.S. government, its agencies or instrumentalities; commercial paper
limited to obligations which are rated by at least two NRSROs - generally S&P
and Moody's - in the highest rating category (A-1 by S&P and P-1 by Moody's), or
by one NRSRO if such obligations are rated by only one NRSRO; certificates of
deposit of U.S. domestic banks, including foreign branches of domestic banks
meeting the criteria described in the discussion above in the "Investment
Objectives and Policies" of the Money Market Reserve Fund; time deposits; and
repurchase agreements with respect to any of the foregoing with registered
broker-dealers, registered government securities dealers or banks.
OTHER POLICIES RELEVANT TO THE FUNDS
The Funds may enter into repurchase agreements and reverse repurchase
agreements. (See Appendix A to this SAI for a discussion of these agreements and
the risks involved with such transactions.) The Funds will enter into repurchase
agreements and reverse repurchase agreements only with (i) banks which have
total assets in excess of $4 billion and meet other criteria established by the
board of trustees and (ii) with registered broker-dealers or registered
government securities dealers which have outstanding either commercial paper or
other debt obligations rated in the highest rating category by at least two
NRSROs or by one NRSRO if such obligations are rated by only one NRSRO. INVESCO
Capital Management, Inc. ("ICM") as investment adviser of the Funds, will
monitor the creditworthiness of such entities in accordance with procedures
adopted and monitored by the board of trustees. The Funds will enter into
repurchase agreements whenever, in the opinion of ICM, such transactions would
be advantageous to the Funds. Repurchase agreements afford an opportunity for
the Funds to earn a return on temporarily available cash. The Funds will enter
into reverse repurchase agreements only for the purpose of obtaining funds
necessary for meeting redemption requests of shareholders. Interest earned by
the Funds on repurchase agreements would not be tax-exempt, and thus would
constitute taxable income.
ILLIQUID SECURITIES -- Securities which do not trade on stock exchanges or in
the over the counter market, or have restrictions on when and how they may be
sold, are generally considered to be "illiquid." An illiquid security is one
that a Fund may have difficulty -- or may even be legally precluded from --
selling at any particular time. The Funds may invest in illiquid securities,
including restricted securities and other investments which are not readily
marketable. A Fund will not purchase any such security if the purchase would
cause the Fund to invest more than 10% of its total assets, measured at the time
of purchase, in illiquid securities. Repurchase agreements maturing in more than
seven days are considered illiquid for purposes of this restriction.
The principal risk of investing in illiquid securities is that a Fund may be
unable to dispose of them at the time desired or at a reasonable price. In
addition, in order to resell a restricted security, a Fund might have to bear
the expense and incur the delays associated with registering the securities with
the SEC and obtaining listing on a securities exchange or in the over the
counter market.
22
<PAGE>
WHEN-ISSUED/DELAYED DELIVERY -- Ordinarily, the Funds buy and sell securities on
an ordinary settlement basis. That means that the buy or sell order is sent, and
a Fund actually takes delivery or gives up physical possession of the security
on the "settlement date," which is three business days later. However, the Funds
also may purchase and sell securities on a when-issued or delayed delivery
basis.
When-issued or delayed delivery transactions occur when securities are purchased
or sold by a Fund and payment and delivery take place at an agreed-upon time in
the future. The Funds may engage in this practice in an effort to secure an
advantageous price and yield. However, the yield on a comparable security
available when delivery actually takes place may vary from the yield on the
security at the time the when-issued or delayed delivery transaction was entered
into. When a Fund engages in when-issued and delayed delivery transactions, it
relies on the seller or buyer to consummate the sale at the future date. If the
seller or buyer fails to act as promised, that failure may result in the Fund
missing the opportunity of obtaining a price or yield considered to be
advantageous. No payment or delivery is made by a Fund until it receives
delivery or payment from the other party to the transaction. However,
fluctuation in the value of the security from the time of commitment until
delivery could adversely affect a Fund.
DIVERSIFICATION -- The Trust is a diversified investment company under the
Investment Company Act of 1940 ("the 1940 Act"). Except as otherwise provided by
Section 5 of the 1940 Act and Rule 2a-7 promulgated under the 1940 Act, no more
than 5% of the value of each Fund's total assets can be invested in the
securities of any one issuer. This 5% issuer diversification restriction does
not apply to cash, cash items, or government securities.
PORTFOLIO SECURITIES LOANS -- The Trust, on behalf of each of the Funds, may
lend limited amounts of its portfolio securities (not to exceed 20% of a Fund's
total assets) to broker-dealers or other institutional investors. Because there
could be delays in recovery of loaned securities or even a loss of rights in
collateral should the borrower fail financially, loans will be made only to
firms deemed by the Adviser to be of good standing and will not be made unless,
in the judgment of the Adviser, the consideration to be earned from such loans
would justify the risk. The Adviser will evaluate the creditworthiness of such
borrowers in accordance with procedures adopted and monitored by the board of
trustees. It is expected that the Trust, on behalf of the applicable Fund, will
use the cash portions of loan collateral to invest in short-term income
producing securities for the Fund's account and that the Trust may share some of
the income from these investments with the borrower. See "Portfolio Securities
Loans" at Appendix A to this SAI.
INVESTMENT RESTRICTIONS AND STRATEGIES
The Funds operate under certain investment restrictions. For purposes of
the following restrictions, all percentage limitations apply immediately after a
purchase or initial investment. Any subsequent change in a particular percentage
resulting from fluctuations in value does not require elimination of any
security from a portfolio of a Fund.
23
<PAGE>
The following restrictions are fundamental policies and may not be changed
with respect to the Funds without the approval of a majority of the outstanding
voting securities of a Fund, as defined in the 1940 Act. Each of the
aforementioned Funds, unless otherwise indicated, may not:
(1) invest in the securities of issuers (excluding (i) municipal
obligations for the Tax-Exempt Fund only, (ii) bankers' acceptances, time
deposits and certificates of deposit of domestic branches of U.S. banks and, as
to the Money Fund only, U.S. branches of foreign banks and foreign branches of
U.S. banks, provided that the U.S. branches are subject to sufficient regulation
by government bodies that they can be considered U.S. banks, and the obligations
of the foreign branches qualify as unconditional obligations of the U.S. parent,
and (iii) U.S. government obligations) conducting their principal business
activity in the same industry, if immediately after such investment the value of
a Fund's investments in such industry would represent 25% or more of the value
of such Fund's total assets. It should be noted that from time to time, the
Tax-Exempt Fund may invest more than 25% of the value of its total assets in
industrial development bonds which, although issued by industrial development
authorities, may be backed only by the assets and revenues of the
non-governmental users. The Tax-Exempt Fund may invest more than 25% of the
value of its total assets in municipal obligations which are related in such a
way that an economic, business or political development or change affecting one
such security also would affect the other securities; for example, securities
the interest upon which is paid from revenues of similar types of projects, or
securities whose issuers are located in the same state;
(2) as to 100% of the assets of each of the Funds, invest in the
securities of any one issuer, other than U.S. government obligations, if
immediately after such investment more than 5% of the value of a Fund's total
assets, taken at market value, would be invested in such issuer;
(3) underwrite securities of other issuers, except insofar as it may
technically be deemed an "underwriter" under the Securities Act of 1933, as
amended, in connection with the disposition of a Fund's portfolio securities;
(4) invest in companies for the purpose of exercising control or
management;
(5) issue any class of senior securities or borrow money, except
borrowings from banks for temporary or emergency purposes not in excess of 10%
of the value of a Fund's net assets (not including the amount borrowed) at the
time the money is borrowed. The Funds are permitted to borrow money only for the
purpose of meeting redemption requests which might otherwise require the
untimely disposition of securities. Borrowing is allowed as long as the cost of
borrowing is less than the income which would be lost should securities be sold
to meet the redemption requests. While in a borrowed position (including reverse
repurchase agreements), the Funds may not make purchases of securities. The
Funds may enter into reverse repurchase agreements only for the purpose of
obtaining funds necessary for meeting redemption requests;
(6) mortgage, pledge, hypothecate or in any manner transfer as security
for indebtedness any securities owned or held except to secure funds borrowed
and then only to an extent not greater than 10% of the value of the applicable
Fund's total assets;
(7) make short sales of securities or maintain a short position;
24
<PAGE>
(8) purchase securities on margin, except that a Fund may obtain such
short-term credit as may be necessary for the clearance of purchases and sales
of portfolio securities;
(9) purchase or sell real estate or interests in real estate;
(10) purchase or sell commodities or commodity contracts;
(11) make loans to other persons, provided that a Fund may purchase debt
obligations consistent with its investment objectives and policies, may lend
limited amounts (not to exceed 20% of its total assets) of its portfolio
securities to broker-dealers or other institutional investors, and may enter
into repurchase agreements;
(12) purchase securities of other investment companies except (i) in
connection with a merger, consolidation, acquisition or reorganization, or (ii)
by purchase in the open market of securities of open-end investment companies
involving only customary brokers' commissions and only if immediately thereafter
(i) no more than 3% of the voting securities of any one investment company are
owned by a Fund, (ii) no more than 5% of the value of the total assets of a Fund
would be invested in any one investment company, and (iii) no more than 10% of
the value of the total assets of a Fund would be invested in the securities of
such investment companies. Subject to these conditions, the Funds intend to
invest only in no-load money market funds not advised by the Adviser or any
company affiliated with the adviser which meet the requirements of Rule 2a-7 and
which do not incur any distribution expenses. Investors in the Funds should note
that such no-load money market funds will pay an advisory fee and incur other
operational expenses;
(13) enter into repurchase agreements if more than 10% of the applicable
Fund's net assets will be invested in repurchase agreements and in participation
interests without demand features, time deposits having a stated maturity
greater than seven days, securities having legal or contractual restrictions on
resale, securities for which there is no readily available market, or in other
illiquid securities. The term "illiquid securities" includes any security which
cannot be disposed of promptly and in the ordinary course of business without
taking a reduced price. A security is considered illiquid if a Fund cannot
receive the amount at which it values the instrument within seven days.
Additional investment restrictions adopted by the Trust on behalf of each
of the Funds, which may be changed by the trustees at their discretion, provide
that the Funds will not:
(a) write, purchase or sell puts, calls, straddles, spreads or combinations
thereof. However, in order to enhance the liquidity of a municipal obligation,
the Tax-Exempt Fund may acquire Guarantees;
(b) purchase or sell interests in oil, gas or other mineral leases or
exploration or development programs. A Fund, however, may purchase or sell
securities issued by entities which invest in such interests;
25
<PAGE>
(c) invest more than 5% of a Fund's total assets in securities of companies
having a record, together with predecessors, of less than three years of
continuous operation;
(d) purchase or sell warrants;
(e) purchase or retain the securities of any issuer if any individual
officers and trustees/directors of the Trust, the Adviser, or any subsidiary
thereof owns individually more than 0.5% of the securities of that issuer and if
all such officers and trustees/directors together own more than 5% of the
securities of that issuer;
(f) engage in arbitrage transactions.
MANAGEMENT OF THE FUNDS
THE INVESTMENT ADVISER
INVESCO Capital Management, Inc., a Delaware corporation ("ICM") located at
1360 Peachtree Street, N.E., Suite 100, Atlanta, Georgia, is the Trust's
investment adviser. ICM also has an advisory office in Coral Gables, Florida and
a marketing and client service office in San Francisco. ICM is the sole
shareholder of INVESCO Services, Inc., a registered broker-dealer. ICM was
founded in 1986 and serves as investment adviser to:
INVESCO Value Trust
INVESCO Variable Total Return Fund
Target Portfolio Trust Large Capitalization Value Portfolio
The Chaconia Growth and Income Fund
ICM manages institutional investment portfolios, consisting primarily of
discretionary employee benefit plans for corporations and state and local
governments, and endowment funds. As of December 31, 1998, ICM managed 28 mutual
funds having combined assets of $6.6 billion.
ICM is an indirect, wholly-owned subsidiary of AMVESCAP PLC, a
publicly-traded holding company. Through its subsidiaries, AMVESCAP PLC engages
in the business of investment management on an international basis. AMVESCAP PLC
is one of the largest independent investment management businesses in the world
with approximately $275 billion in assets under management on December 31, 1998.
AMVESCAP PLC's North American subsidiaries include:
INVESCO Retirement and Benefit Services, Inc. ("IRBS"), Atlanta, Georgia,
develops and provides domestic and international defined contribution
retirement plan services to plan sponsors, institutional retirement plan
sponsors, institutional plan providers and foreign governments.
26
<PAGE>
INVESCO Retirement Plan Services ("IRPS"), Atlanta, Georgia, a division of
IRBS, provides recordkeeping and investment selection services to defined
contribution plan sponsors of plans with between $2 million and $200 million
in assets. Additionally, IRPS provides investment consulting services to
institutions seeking to provide retirement plan products and services.
Institutional Trust Company doing business as INVESCO Trust Company
("ITC"), Denver, Colorado, a division of IRBS, provides retirement account
custodian and/or trust services for individual retirement accounts ("IRAs")
and other retirement plan accounts. This includes services such as
recordkeeping, tax reporting and compliance. ITC acts as trustee or
custodian to these plans. ITC accepts contributions and provides, through
INVESCO, complete transfer agency function: correspondence, sub-accounting,
telephone, communications and processing of distributions.
INVESCO Funds Group, Inc., Denver, Colorado, serves as an investment
adviser to INVESCO Bond Funds, Inc., INVESCO Combination Stock & Bond Funds,
Inc., INVESCO Diversified Funds, Inc., INVESCO Emerging Opportunity Funds,
Inc., INVESCO Growth Funds, Inc., INVESCO Industrial Income Funds, Inc.,
INVESCO International Funds, Inc., INVESCO Money Market funds, Inc., INVESCO
Sector Funds, Inc., INVESCO Specialty Funds, Inc., INVESCO Stock Funds,
Inc., INVESCO Tax-Free Income Funds, Inc., INVESCO Value Trust and INVESCO
Variable Investment Funds, Inc.
INVESCO Management & Research, Inc., Boston, Massachusetts, primarily
manages pension and endowment accounts.
PRIMCO Capital Management, Inc., Louisville, Kentucky, specializes in
managing stable return investments, principally on behalf of Section 401(k)
retirement plans.
INVESCO Realty Advisors, Inc., Dallas, Texas, is responsible for providing
advisory services in the U.S. real estate markets for AMVESCAP PLC's clients
worldwide. Clients include corporate pension plans and public pension funds
as well as endowment and foundation accounts.
INVESCO (NY), Inc., New York, is an investment adviser for separately
managed accounts, such as corporate and municipal pension plans,
Taft-Hartley Plans, insurance companies, charitable institutions and private
individuals. INVESCO NY also offers the opportunity for its clients to
invest both directly and indirectly through partnerships in primarily
private investments or privately negotiated transactions. INVESCO NY further
serves as investment adviser to several closed-end investment companies, and
as sub-adviser with respect to certain commingled employee benefit trusts.
INVESCO NY specializes in the fundamental research investment approach, with
the help of quantitative tools.
A I M Advisors, Inc., Houston, Texas, provides investment advisory and
administrative services for retail and institutional mutual funds.
27
<PAGE>
A I M Capital Management, Inc., Houston, Texas, provides investment
advisory services to individuals, corporations, pension plans and other
private investment advisory accounts and also serves as sub-adviser to
certain retail and institutional mutual funds, one Canadian mutual fund and
one portfolio of an open-end registered investment company that is offered
to separate accounts of variable insurance companies.
A I M Distributors, Inc. and Fund Management Trust, Houston, Texas are
registered broker-dealers that act as the principal underwriters for retail
and institutional mutual funds.
The corporate headquarters of AMVESCAP PLC are located at 11 Devonshire Square,
London, EC2M4YR, England.
THE INVESTMENT ADVISORY AGREEMENT
ICM serves as investment adviser to the Funds under an investment advisory
agreement dated February 28, 1997 (the "Agreement") with the Trust, which was
last approved by the board of trustees for a term expiring May 15, 1999. The
board vote was cast in person, at a meeting called for this purpose, by a
majority of the trustees of the Trust, including a majority of the trustees who
are not "interested persons" of the Trust or ICM ("Independent Trustees").
Shareholders of each Fund approved the Agreement on January 31, 1997.
The Agreement may be continued from year to year if each such continuance is
specifically approved at least annually by the board of trustees of the Trust,
or by a vote of the holders of a majority, as defined in the 1940 Act, of the
outstanding shares of each Fund. Any continuance also must be approved by a
majority of the Trust's Independent Trustees, cast in person at a meeting called
for the purpose of voting on such continuance. The Agreement may be terminated
at any time without penalty by either party upon sixty (60) days' written notice
and terminates automatically in the event of an assignment to the extent
required by the 1940 Act and the rules thereunder.
The Agreement requires that ICM manage the investment portfolio of each Fund in
a way that conforms with each Fund's investment policies. ICM may directly
manage a Fund itself, or may hire a sub-adviser, which may be an affiliate of
ICM, to do so. Specifically, ICM is responsible for:
o managing the investment and reinvestment of all the assets of the Funds,
and executing all purchases and sales of portfolio securities;
o maintaining a continuous investment program for the Funds, consistent
with (i) each Fund's investment policies as set forth in the Trust's
Bylaws and Registration Statement, as from time to time amended, under
the 1940 Act, and in any prospectus and/or statement of additional
information of the Funds, as from time to time amended and in use under
the 1933 Act, and (ii) the Trust's status as a regulated investment
company under the Internal Revenue Code of 1986, as amended;
28
<PAGE>
o determining what securities are to be purchased or sold for the Funds,
unless otherwise directed by the trustees of the Trust, and executing
transactions accordingly;
o providing the Funds the benefit of all of the investment analysis and
research, the reviews of current economic conditions and trends, and the
consideration of a long-range investment policy now or hereafter
generally available to the investment advisory customers of the Adviser
or any Sub-Adviser;
o determining what portion of each Fund's assets should be invested in the
various types of securities authorized for purchase by the Fund; and
o making recommendations as to the manner in which voting rights, rights to
consent to Fund action and any other rights pertaining to a Fund's
portfolio securities shall be exercised.
ICM and INVESCO Funds Group, Inc. ("INVESCO"), as adviser and administrator of
the Funds, respectively, perform all of the following services for the Funds:
o administrative
o internal accounting (including computation of net asset value)
o clerical and statistical
o secretarial
o all other services necessary or incidental to the administration of the
affairs of the Funds
o supplying the Trust with officers, clerical staff and other employees
o furnishing office space, facilities, equipment, and supplies; providing
personnel and facilities required to respond to inquiries related to
shareholder accounts
o conducting periodic compliance reviews of the Funds' operations;
preparation and review of required documents, reports and filings by
INVESCO's in-house legal and accounting staff or in conjunction with
independent attorneys and accountants (including the prospectus,
statement of additional information, proxy statements, shareholder
reports, tax returns, reports to the SEC, and other corporate documents
of the Funds)
o supplying basic telephone service and other utilities
o preparing and maintaining certain of the books and records required to be
prepared and maintained by the Funds under the 1940 Act
Expenses not assumed by ICM are borne by the Funds. As compensation for its
advisory services to the Trust, ICM receives a monthly fee from each Fund. The
fee is calculated at the average rate of 0.25% of each Fund's average net
assets.
29
<PAGE>
During the fiscal years ended December 31, 1998, 1997 and 1996, the Funds paid
ICM advisory fees in the dollar amounts shown below.
1998 1997 1996
---- ---- ----
Treasurer's Money $141,183 $256,934 $337,832
Market Reserve Fund
Treasurer's Tax-Exempt $ 79,720 $ 49,547 $ 58,191
Reserve Fund
ADMINISTRATIVE SERVICES AGREEMENT
INVESCO, either directly or through affiliated companies, provides certain
administrative, sub-accounting, and recordkeeping services to the Funds pursuant
to an Administrative Services Agreement dated February 28, 1997. The
Administrative Services Agreement was approved on November 6, 1996, at a meeting
called for that purpose, by a vote cast in person by all of the trustees of the
Trust, including a majority of the Independent Trustees of the Trust.
The Administrative Services Agreement was for an initial term expiring in one
year and has been extended by action of the board of trustees through May 15,
1999. The Administrative Services Agreement may be continued from year to year
as long as each such continuance is specifically approved by the board of
trustees of the Trust, including a majority of the Trust's Independent Trustees.
The Administrative Services Agreement may be terminated at any time without
penalty by INVESCO on sixty (60) days' written notice, or by the Funds upon
thirty (30) days' written notice, and ends automatically in the event of an
assignment unless the Trust's board of trustees, including a majority of the
Trust's Independent Trustees, approves such assignment.
The Administrative Services Agreement requires INVESCO to provide the following
services to the Funds:
o such sub-accounting and recordkeeping services and functions as are
reasonably necessary for the operation of the Funds; and
o such sub-accounting, recordkeeping, and administrative services and
functions, which may be provided by affiliates of INVESCO, as are
reasonably necessary for the operation of Fund shareholder accounts
maintained by certain retirement plans and employee benefit plans for the
benefit of participants in such plans.
The Administrative Services Agreement provides that each Fund pay INVESCO an
annual base fee per Fund of $10,000 plus an additional incremental fee computed
daily and paid monthly by each Fund, at an annual rate of 0.015% of the average
net assets of each Fund. The Funds themselves paid no administrative services
fees to INVESCO; those expenses were absorbed and paid by ICM pursuant to its
Advisory Agreement with the Trust.
30
<PAGE>
TRANSFER AGENCY AGREEMENT
INVESCO also performs transfer agent, dividend disbursing agent, and registrar
services for the Funds pursuant to a Transfer Agency Agreement dated February
28, 1997, which was approved by the board of trustees of the Trust on November
6, 1996 for an initial term expiring in one year, and has been extended by
action of the board of trustees through May 15, 1999. The Transfer Agency
Agreement may be continued from year to year as long as such continuance is
specifically approved at least annually by the board of trustees of the Trust,
including a majority of the Trust's Independent Trustees or a vote of a majority
of the outstanding voting securities of the Funds. The Transfer Agency Agreement
may be terminated at any time without penalty by either party upon sixty (60)
days' written notice and terminates automatically in the event of assignment.
The Transfer Agency Agreement provides that each Fund pay INVESCO an annual fee
of $50.00 per shareholder account, with a minimum fee of $5,000 per Fund. This
fee is paid monthly at the rate of 1/12 of the annual fee and is based upon the
actual number of shareholder accounts in a Fund at any time during each month.
The Funds themselves paid no transfer agency fees to INVESCO; those expenses
were absorbed and paid by ICM pursuant to its Advisory Agreement with the Trust.
TRUSTEES AND OFFICERS OF THE TRUST
The overall direction and supervision of the Trust come from the board of
trustees. The board of trustees is responsible for making sure that the Funds'
general investment policies and programs are carried out and that the Funds are
properly administered.
The board of trustees has an audit committee comprised of four of the trustees
who are not affiliated with INVESCO (the "Independent Trustees"). The committee
meets quarterly with the Trust's independent accountants and officers to review
accounting principles used by the Trust, the adequacy of internal controls, the
responsibilities and fees of the independent accountants, and other matters.
The Trust has a management liaison committee which meets quarterly with various
management personnel of INVESCO in order to facilitate better understanding of
management and operations of the Trust, and to review legal and operational
matters which have been assigned to the committee by the board of trustees, in
furtherance of the board of trustees' overall duty of supervision.
The Trust has a soft dollar brokerage committee. The committee meets
periodically to review soft dollar and other brokerage transactions by the
Funds, and to review policies and procedures of the Funds' adviser with respect
to brokerage transactions. It reports on these matters to the Trust's board of
trustees.
The Trust has a derivatives committee. The committee meets periodically to
review derivatives investments made by the Funds. It monitors derivatives usage
by the Funds and the procedures utilized by the Funds' adviser to ensure that
the use of such instruments follows the policies on such instruments adopted by
the Trust's board of trustees. It reports on these matters to the Trust's board
of trustees.
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<PAGE>
The officers of the Trust, all of whom are officers and employees of INVESCO,
are responsible for the day-to-day administration of the Trust and the Funds.
The officers of the Trust receive no direct compensation from the Trust for
their services as officers. The investment adviser for the Funds has the primary
responsibility for making investment decisions on behalf of the Funds.
All of the officers and trustees of the Trust hold comparable positions with the
following funds, which, with the Trust, are collectively referred to as the
"INVESCO Funds":
INVESCO Bond Funds, Inc. (formerly, INVESCO Income Funds, Inc.)
INVESCO Combination Stock & Bond Funds, Inc. (formerly, INVESCO Flexible
Funds, Inc.)
INVESCO Diversified Funds, Inc.
INVESCO Emerging Opportunity Funds, Inc.
INVESCO Growth Funds, Inc. (formerly, INVESCO Growth Fund, Inc.)
INVESCO Industrial Income Fund, Inc.
INVESCO International Funds, Inc.
INVESCO Money Market Funds, Inc.
INVESCO Sector Funds, Inc. (formerly, INVESCO Strategic Portfolios, Inc.)
INVESCO Specialty Funds, Inc.
INVESCO Stock Funds, Inc. (formerly, INVESCO Equity Funds, Inc.)
INVESCO Treasurer's Series Funds, Inc. (formerly, INVESCO Treasurer's
Series Trust)
INVESCO Tax-Free Income Funds, Inc.
INVESCO Value Trust
INVESCO Variable Investment Funds, Inc.
The table below provides information about each of the Trust's trustees and
officers. Unless otherwise indicated, the address of the trustees and officers
is P.O. Box 173706, Denver, CO 80217-3706. Their affiliations represent their
principal occupations.
Name, Address, and Age Position(s) Held Principal Occupation(s)
With Trust During Past Five Years
Charles W. Brady *+ Director and Chairman of the Board of
1315 Peachtree St., N.E. Chairman of the Board INVESCO Global Health
Atlanta, Georgia Sciences Fund; Chief
Age: 63 Executive Officer and
Director of AMVESCAP PLC,
London, England and
various subsidiaries of
AMVESCAP PLC.
32
<PAGE>
Name, Address, and Age Position(s) Held Principal Occupation(s)
With Trust During Past Five Years
Fred A. Deering +# Director and Vice Trustee of INVESCO Global
Security Life Center Chairman of the Board Health Sciences Fund;
1290 Broadway formerly, Chairman of the
Denver, Colorado Executive Committee and
Age: 71 Chairman of the Board of
Security Life of Denver
Insurance Company;
Director of ING American
Holdings Company and First
ING Life Insurance Company
of New York.
Mark H. Williamson *+ President, Chief President, Chief Executive
7800 E. Union Avenue Executive Officer Officer and Director of
Denver, Colorado and Director INVESCO Distributors,
Age: 47 Inc.; President, Chief
Executive Officer and
Director of INVESCO Funds
Group, Inc.; President and
Chief Operating Officer of
INVESCO Global Health
Sciences Fund; formerly,
Chairman and Chief
Executive Officer of
NationsBanc Advisors,
Inc.; formerly, Chairman
of NationsBanc Invest
ments, Inc.
33
<PAGE>
Name, Address, and Age Position(s) Held Principal Occupation(s)
With Trust During Past Five Years
Victor L. Andrews, Ph.D. Director Professor Emeritus, Chair-
**! man Emeritus and Chairman
34 Seawatch Drive of the CFO Roundtable of
Savannah, Georgia the Department of Finance
Age: 68 of Georgia State
University; President,
Andrews Financial
Associates, Inc. (con
sulting firm); formerly,
member of the faculties of
the Harvard Business
School and the Sloan
School of Management of
MIT; Director of The
Sheffield Funds, Inc.
Bob R. Baker +** AMC Director President and Chief
Cancer Research Center Executive Officer of AMC
1600 Pierce Street Cancer Research Center,
Denver, Colorado Denver, Colorado, since
Age: 62 January 1989; until
mid-December 1988, Vice
Chairman of the Board of
First Columbia Financial
Corporation, Englewood,
Colorado; formerly,
Chairman of the Board and
Chief Executive Officer of
First Columbia Financial
Corporation.
Lawrence H. Budner # @ Director Trust Consultant; prior to
7608 Glen Albens Circle June 30, 1987, Senior Vice
Dallas, Texas President and Senior Trust
Age: 68 Officer of InterFirst
Bank, Dallas, Texas.
34
<PAGE>
Name, Address, and Age Position(s) Held Principal Occupation(s)
With Trust During Past Five Years
Wendy L. Gramm**! Director Self-employed (since
4201 Yuma Street, N.W. 1993); Professor of Eco-
Washington, DC nomics and Public Admin-
Age: 54 istration, University of
Texas at Arlington; for-
merly, Chairman, Com-
modity Futures Trading
Commission; Administrator
for Information and
Regulatory Affairs at the
Office of Management and
Budget; Executive Direc
tor of the Presidential
Task Force on Regulatory
Relief; and Director of
the Federal Trade Commis
sion's Bureau of Econom
ics; also, Director of
Chicago Mercantile
Exchange, Enron Corpora
tion, IBP Inc., State Farm
Insurance Company, Inde
pendent Women's Forum,
International Republic
Institute, and the Republi
can Women's Federal Forum.
Also, Member of Board of
Visitors, College of
Business Administration,
University of Iowa, and
Member of Board of
Visitors, Center for Study
of Public Choice, George
Mason University.
35
<PAGE>
Name, Address, and Age Position(s) Held Principal Occupation(s)
With Trust During Past Five Years
Kenneth T. King +#@ 4080 Director Retired. Formerly, Chair
North Circulo man of the Board of The
Manzanillo Capitol Life Insurance
Tucson, Arizona Company, Providence
Age: 73 Washington Insurance
Company and Director of
numerous U.S. subsidiar-
ies thereof; formerly,
Chairman of the Board of
The Providence Capitol
Companies in the United
Kingdom and Guernsey;
Chairman of the Board of
the Symbion Corporation
until 1987.
John W. McIntyre + #@ Director Retired. Formerly, Vice
7 Piedmont Center Suite Chairman of the Board of
100 Atlanta, Georgia Directors of The Citizens
Age: 68 and Southern Corporation
and Chairman of the Board
and Chief Executive
Officer of The Citizens
and Southern Georgia Corp.
and The Citizens and
Southern National Bank;
Trustee of INVESCO Global
Health Sciences Fund,
Gables Residential Trust,
Employee's Retirement
System of GA, Emory
University and J.M. Tull
Charitable Foundation;
Director of Kaiser Foun-
dation Health Plans of
Georgia, Inc.
36
<PAGE>
Name, Address, and Age Position(s) Held Principal Occupation(s)
With Trust During Past Five Years
Larry Soll, Ph.D.!** Director Retired. Formerly, Chair
345 Poorman Road man of the Board (1987 to
Boulder, Colorado 1994), Chief Executive
Age: 57 Officer (1982 to 1989 and
1993 to 1994) and Presi-
dent (1982 to 1989) of
Synergen Inc.; Director of
Synergen since incorpora-
tion in 1982; Director of
Isis Pharmaceuticals,
Inc.; Trustee of INVESCO
Global Health Sciences
Fund.
Glen A. Payne Secretary Senior Vice President,
7800 E. Union Avenue General Counsel and Sec-
Denver Colorado retary of INVESCO Funds
Age: 51 Group, Inc.; Senior Vice
President, Secretary and
General Counsel of INVESCO
Distributors, Inc.;
Secretary, INVESCO Global
Health Sciences Fund;
formerly, General Counsel
of INVESCO Trust Company
(1989 to 1998); formerly,
employee of a U.S. regula-
tory agency, Washington,
D.C. (1973 to 1989).
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<PAGE>
Name, Address, and Age Position(s) Held Principal Occupation(s)
With Trust During Past Five Years
Ronald L. Grooms Treasurer Senior Vice President and
7800 E. Union Avenue Treasurer of INVESCO Funds
Denver Colorado Group, Inc.; Senior Vice
Age: 52 President and Treasurer
of INVESCO Distributors,
Inc.; Treasurer, Principal
Financial and Accounting
Officer, INVESCO Global
Health Sciences Fund;
formerly, Senior Vice
President and Treasurer of
INVESCO Trust Company
(1988 to 1998).
# Member of the audit committee of the Trust.
+ Member of the executive committee of the Trust. On occasion, the executive
committee acts upon the current and ordinary business of the Trust between
meetings of the board of trustees. Except for certain powers which, under
applicable law, may only be exercised by the full board of trustees, the
executive committee may exercise all powers and authority of the board of
trustees in the management of the business of the Trust. All decisions are
subsequently submitted for ratification by the board of trustees.
* These trustees are "interested persons" of the Trust as defined in the
1940 Act.
** Member of the management liaison committee of the Trust.
@ Member of the soft dollar brokerage committee of the Trust.
! Member of the derivatives committee of the Trust.
The following table shows the compensation paid by the Trust to its Independent
Trustees for services rendered in their capacities as trustees of the Trust; the
benefits accrued as Trust expenses with respect to the Defined Benefit Deferred
Compensation Plan discussed below; and the estimated annual benefits to be
received by these trustees upon retirement as a result of their service to the
Trust, all for the fiscal year ended December 31, 1998.
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<PAGE>
In addition, the table sets forth the total compensation paid by all of the
INVESCO Funds and INVESCO Global Health Sciences Fund (collectively, the
"INVESCO Complex") to these trustees for services rendered in their capacities
as trustees or directors during the year ended December 31, 1998. As of December
31, 1998, there were 16 funds in the INVESCO Complex.
<TABLE>
- ---------------------------------------------------------------------------------------------------------------
Name of Person Aggregate Benefits Estimated Total Compensation
and Position Compen sation Accrued As Annual Benefits From INVESCO Complex
From Trust(1) Part of Trust Upon Retirement(3) Paid to Trustees
Expenses(2)
<CAPTION>
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------
Fred A. Deering, $ 2,172 $ 227 $ 153 $103,700
Vice Chairman of
the Board
- ---------------------------------------------------------------------------------------------------------------
Victor L. Andrews 2,149 217 169 80,350
- ---------------------------------------------------------------------------------------------------------------
Bob R. Baker 2,166 194 226 84,000
- ---------------------------------------------------------------------------------------------------------------
Lawrence H. Budner 2,144 217 169 79,350
- ---------------------------------------------------------------------------------------------------------------
Daniel D. Chabris(4) 1,622 222 139 70,000
- ---------------------------------------------------------------------------------------------------------------
Wendy Gramm 2,143 0 0 79,000
- ---------------------------------------------------------------------------------------------------------------
Kenneth T. King 2,133 231 139 77,050
- ---------------------------------------------------------------------------------------------------------------
John W. McIntyre 2,144 0 0 98,500
- ---------------------------------------------------------------------------------------------------------------
Larry Soll 2,138 0 0 96,000
- ---------------------------------------------------------------------------------------------------------------
Total 18,811 1,308 995 767,950
- ---------------------------------------------------------------------------------------------------------------
% of Net Assets
0.0249%(5) 0.0017%(5) 0.0035%(6)
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The vice chairman of the board, the chairmen of the Funds' committees who
are Independent Trustees, and the members of the Funds' committees who are
Independent Trustees, each receive compensation for serving in such capacities
in addition to the compensation paid to all Independent Trustees.
(2) Represents estimated benefits accrued with respect to the Defined Benefit
Deferred Compensation Plan discussed below, and not compensation deferred at the
election of the trustees.
(3) These amounts represent the Trust's share of the estimated annual benefits
payable by the INVESCO Funds upon the trustees' retirement, calculated using the
current method of allocating trustee compensation among the INVESCO Funds. These
estimated benefits assume retirement at age 72 and further asume that the basic
retainer payable to the trustees will be adjusted periodically for inflation,
for increases in the number of funds in the INVESCO Funds, and for other reasons
during the period in which retirement benefits are accrued on behalf of the
respective trustees. This results in lower estimated benefits for trustees who
39
<PAGE>
are closer to retirement and higher estimated benefits for trustees who are
further from retirement. With the exception of Drs. Soll and Gramm, each of
these trustees has served as a director/trustee of one or more of the funds in
the INVESCO Funds for the minimum five-year period required to be eligible to
participate in the Defined Benefit Deferred Compensation Plan. Although Mr.
McIntyre became eligible to participate in the Defined Benefit Deferred
Compensation Plan as of November 1, 1998, he will not be included in the
calculation of retirement benefits until November 1, 1999.
(4) Mr. Chabris retired as a trustee of the Trust on September 30, 1998.
(5) Totals as a percentage of the Trust's net assets as of December 31, 1998.
(6) Total as a percentage of the net assets of the INVESCO Complex as of
December 31, 1998.
Messrs. Brady and Williamson, as "interested persons" of the Trust and the other
INVESCO Funds, receive compensation as officers or employees of INVESCO or its
affiliated companies, and do not receive any trustee's fees or other
compensation from the Trust or the other funds in the INVESCO Funds for their
service as trustees.
The boards of directors/trustees of the mutual funds in the INVESCO Funds have
adopted a Defined Benefit Deferred Compensation Plan (the "Plan") for the
Independent Directors and Trustees of the funds. Under this Plan, each director
or trustee who is not an interested person of the funds (as defined in Section
2(a)(19) of the 1940 Act) and who has served for at least five years (a
"Qualified Trustee") is entitled to receive, upon termination of service as a
trustee (normally, at the retirement age of 72 or the retirement age of 73 or
74, if the retirement date is extended by the boards for one or two years, but
less than three years), continuation of payment for one year (the "First Year
Retirement Benefit") of the annual basic retainer and annualized board meeting
fees payable by the funds to the Qualified Trustee at the time of his/her
retirement (the "Basic Benefit"). Commencing with any such trustee's second year
of retirement, and commencing with the first year of retirement of a trustee
whose retirement has been extended by the board for three years, a Qualified
Trustee shall receive quarterly payments at an annual rate equal to 50% of the
Basic Benefit. These payments will continue for the remainder of the Qualified
Trustee's life or ten years, whichever is longer (the "Reduced Benefit
Payments"). If a Qualified Trusteee dies or becomes disabled after age 72 and
before age 74 while still a trustee of the funds, the First Year Retirement
Benefit and Reduced Benefit Payments will be made to him/her or to his/her
beneficiary or estate. If a Qualified Trustee becomes disabled or dies either
prior to age 72 or during his/her 74th year while still a trustee of the funds,
the trustee will not be entitled to receive the First Year Retirement Benefit;
however, the Reduced Benefit Payments will be made to his/her beneficiary or
estate. The Plan is administered by a committee of three trustees who are also
participants in the Plan and one director/trustee who is not a Plan participant.
The cost of the Plan will be allocated among the INVESCO Funds in a manner
determined to be fair and equitable by the committee. The Company began making
payments under the Plan to Mr. Chabris as of October 1, 1998. The Company has no
stock options or other pension or retirement plans for management or other
personnel and pays no salary or compensation to any of its officers.
40
<PAGE>
The Independent Trustees have contributed to a deferred compensation plan,
pursuant to which they have deferred receipt of a portion of the compensation
which they would otherwise have been paid as trustees of certain of the INVESCO
Funds. Certain of the deferred amounts have been invested in the shares of
certain of the INVESCO Funds. Each Independent Trustee is, therefore, an
indirect owner of shares of each such INVESCO Fund, in addition to any Fund
shares the Independent Trustees may own either directly or beneficially.
CONTROL PERSONS AND PRINCIPAL SHAREHOLDER
As of March 31, 1999, the following persons owned more than 5% of the
outstanding shares of the Funds indicated below. This level of share ownership
constitutes a "principal shareholder" relationship with a Fund under the 1940
Act. Shares that are owned "of record" are held in the name of the person
indicated. Shares that are owned "beneficially" are held in another name, but
the owner has the full economic benefit of ownership of those shares:
Treasurer's Money Market Reserve Fund
- --------------------------------------------------------------------------------
Name and Address Basis of Ownership
(Record/Beneficial) Percentage Owned
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Teamsters Local Union 918 Record 17.03%
Welfare Fund
2137-2147 Utica Avenue
Brooklyn, NY 11234-3827
- --------------------------------------------------------------------------------
INVESCO Capital Management, Record 9.28%
Inc.
Attn: Natalie Wilson
1315 Peachtree St., N.E.
Suite 300
Atlanta, GA 30309-3503
- --------------------------------------------------------------------------------
GA Amateur Athletics FDN Inc. Record 9.15
c/o Robert F. McCullough,
INVESCO 1315 Peachtree St., N.E.
Suite 500
Atlanta, GA 30309-3503
- --------------------------------------------------------------------------------
WSU Endowment Association Record 8.12%
1845 Fairmount
wichita, KS 67260-0001
- --------------------------------------------------------------------------------
41
<PAGE>
- --------------------------------------------------------------------------------
Name and Address Basis of Ownership
(Record/Beneficial) Percentage Owned
- --------------------------------------------------------------------------------
Bank of New York Record 6.07%
Sheet Metal Workers
Health Plan A Trust
Acct #5618177-000
700 S. Flower, Suite 200
Los Angeles, CA 90017-4104
- --------------------------------------------------------------------------------
Georgia Branch Associated
General Contractors of America Record 5.22%
P.O. Box 492349
- --------------------------------------------------------------------------------
Treasurer's Tax-Exempt Reserve Fund
- --------------------------------------------------------------------------------
Name and Address Basis of Ownership
(Record/Beneficial) Percentage Owned
- --------------------------------------------------------------------------------
Alice H. Richards Beneficial 12.98%
P. O. Box 400
Carrollton, GA 30117-0400
- --------------------------------------------------------------------------------
Stephen A. Dana Beneficial 12.23%
1315 Peachtree St., N.E.
Suite 300
Atlanta, GA 30309-3503
- --------------------------------------------------------------------------------
Willis M. Everett III Beneficial 10.74%
Cottage 89
P.O. Box 30832
Sea Island, GA 31561-0832
- --------------------------------------------------------------------------------
J B Fuqua Record 9.99%
c/o Fuqua Capital Corporation
1201 W. Peachtree St., N.W.
Suite 5000
Atlanta, GA 30309-3467
- --------------------------------------------------------------------------------
Thomas L. Shields Jr. Beneficial 8.67%
1750 W. Sussex
Atlanta, GA 30306-3013
- --------------------------------------------------------------------------------
42
<PAGE>
- --------------------------------------------------------------------------------
Name and Address Basis of Ownership
(Record/Beneficial) Percentage Owned
- --------------------------------------------------------------------------------
J Rex Fuqua Beneficial 8.39%
Suite 5000
1201 W. Peachtree St., N.W.
Atlanta, GA 30309-3467
- --------------------------------------------------------------------------------
Realan Capital Corporation Beneficial 7.88%
1201 W. Peachtree St., N.E.
Suite 5000
Atlanta, GA 30309-3467
- --------------------------------------------------------------------------------
Hubert L. Harris, Jr.
4606 Polo Lane Beneficial 5.31%
Atlanta, GA 30339-5346
- --------------------------------------------------------------------------------
As of April 12, 1999, officers and trustees of the Trust, as a group,
beneficially owned less than 2% of any Fund's outstanding shares.
DISTRIBUTOR
INVESCO Distributors, Inc. ("IDI"), a wholly-owned subsidiary of INVESCO, is the
distributor of the Funds.
OTHER SERVICE PROVIDERS
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, 950 Seventeenth Street, Suite 2500, Denver,
Colorado, are the independent accountants of the Trust. The independent
accountants are responsible for auditing the financial statements of the Funds.
CUSTODIAN
State Street Bank and Trust Company, P.O. Box 351, Boston, Massachusetts, is the
custodian of the cash and investment securities of the Trust. The custodian is
also responsible for, among other things, receipt and delivery of each Fund's
investment securities in accordance with procedures and conditions specified in
the custody agreement with the Trust. The custodian is authorized to establish
separate accounts in foreign countries and to cause foreign securities owned by
the Funds to be held outside the United States in branches of U.S. banks and, to
the extent permitted by applicable regulations, in certain foreign banks and
securities depositories.
43
<PAGE>
TRANSFER AGENT
INVESCO Funds Group, Inc., 7800 E. Union Avenue, Denver, Colorado is the Trust's
transfer agent, registrar, and dividend disbursing agent. Services provided by
INVESCO include the issuance, cancellation and transfer of shares of the Funds,
and the maintenance of records regarding the ownership of such shares.
LEGAL COUNSEL
The firm of Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue, N.W., 2nd
Floor, Washington, D.C., is legal counsel for the Trust. The firm of Moye,
Giles, O'Keefe, Vermeire & Gorrell, 1225 17th Street, Suite 2900, Denver,
Colorado, acts as special counsel to the Trust.
BROKERAGE ALLOCATION AND OTHER PRACTICES
As the investment adviser to the Funds, ICM places orders for the purchase and
sale of securities with broker-dealers based upon an evaluation of the financial
responsibility of the broker-dealers and the ability of the broker-dealers to
effect transactions at the best available prices.
Consistent with the standard of seeking to obtain favorable execution on
portfolio transactions, ICM may select brokers that provide research services to
ICM and the Trust, as well as other accounts managed by ICM. Research services
include statistical and analytical reports relating to issuers, industries,
securities and economic factors and trends, which may be of assistance or value
to ICM in making informed investment decisions. Research services prepared and
furnished by brokers through which a Fund effects securities transactions may be
used by ICM in servicing all of its accounts and not all such services may be
used by ICM in connection with a particular Fund. Conversely, a Fund receives
benefits of research acquired through the brokerage transactions of other
clients of ICM.
Because the securities that the Funds invest in are generally traded on a
principal basis, it is unusual for a Fund to pay any brokerage commissions. The
Funds paid no brokerage commissions for the fiscal years ended December 31,
1998, 1997 and 1996. For the fiscal year ended December 31, 1998, brokers
providing research services received $0 in commissions on portfolio transactions
effected for the Funds. The aggregate dollar amount of such portfolio
transactions was $0. Commissions totaling $0 were allocated to certain brokers
in recognition of their sales of shares of the Funds on portfolio transactions
of the Funds effected during the fiscal year ended December 31, 1998.
44
<PAGE>
At December 31, 1998, each Fund held debt securities of its regular brokers or
dealers, or their parents, as follows:
- --------------------------------------------------------------------------------
Fund Broker or Dealer Value of Securities
at December 31, 1998
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Treasurer's Money Market Reserve United Missouri Bank $3,742,034.95
- -------------------------------------------------------------------------------
Treasurer's Tax-Exempt Reserve United Missouri Bank $1,564,176.71
- -------------------------------------------------------------------------------
Neither ICM nor any affiliate of ICM receives any brokerage commissions on
portfolio transactions effected on behalf of the Funds, and there is no
affiliation between ICM or any person affiliated with ICM or the Funds and any
broker or dealer that executes transactions for the Funds.
CAPITAL STOCK
The Trust is authorized to issue an unlimited number of shares of common stock
with no par value.
All shares of each Fund are of one class with equal rights as to voting,
dividends and liquidation. All shares issued and outstanding are, and all shares
offered hereby, when issued, will be, fully paid and nonassessable. The board of
trustees has the authority to designate additional classes of common stock
without seeking the approval of shareholders and may classify and reclassify any
authorized but unissued shares.
Shares have no preemptive rights and are freely transferable on the books of
each Fund.
All shares of the Trust have equal voting rights based on one vote for each
share owned. The Trust is not generally required and does not expect to hold
regular annual meetings of shareholders. However, when requested to do so in
writing by the holders of 10% or more of the outstanding shares of the Trust or
as may be required by applicable law or the Trust's Declaration of Trust, the
board of trustees will call special meetings of shareholders.
Trustees may be removed by action of the holders of a majority of the
outstanding shares of the Trust. The Funds will assist shareholders in
communicating with other shareholders as required by the Investment Company Act
of 1940.
Fund shares have noncumulative voting rights, which means that the holders of a
majority of the shares of the Trust voting for the election of trustees of the
Trust can elect 100% of the trustees if they choose to do so. If that occurs,
the holders of the remaining shares voting for the election of trustees will not
be able to elect any person or persons to the board of trustees. Trustees may be
removed by action of the holders of a majority of the outstanding shares of the
Trust.
45
<PAGE>
TAX CONSEQUENCES OF OWNING SHARES OF THE FUND
Each Fund intends to continue to conduct its business and satisfy the applicable
diversification of assets, distribution and source of income requirements to
qualify as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended. Each Fund qualified as a regulated investment
company in the fiscal year ended December 31, 1998, and intends to continue to
qualify during its current fiscal year. It is the policy of each Fund to
distribute all investment company taxable income. As a result of this policy and
the Funds' qualifications as regulated investment companies, it is anticipated
that neither of the Funds will pay federal income or excise taxes and that the
Funds will be accorded conduit or "pass through" treatment for federal income
tax purposes. Therefore, any taxes that a Fund would ordinarily owe are paid by
its shareholders on a pro-rata basis. If a Fund does not distribute all of its
net investment income, it will be subject to income and excise tax on the amount
that is not distributed. If a Fund does not qualify as a regulated investment
company, it will be subject to corporate tax on its net investment income at the
corporate tax rates.
Treasurer's Tax-Exempt Reserve Fund intends to qualify to pay "exempt-interest
dividends" to its shareholders. The Fund will qualify if at least 50% of its
total assets are invested in municipal securities at the end of each quarter of
the Fund's fiscal year. The exempt interest portion of the monthly income
dividend may be based on the ratio of that Fund's tax-exempt income to taxable
income for the entire fiscal year. The ratio is calculated and reported to
shareholders at the end of each fiscal year of the Fund. The tax-exempt portion
of any particular dividend may be based on the tax-exempt portion of all
distributions for the year, rather than on the tax-exempt portion of that
particular dividend. A corporation includes exempt-interest dividends in
calculating its alternative minimum taxable income in situations where the
adjusted current earnings of the corporation exceed its alternative minimum
taxable income.
Entities or persons who are "substantial users" (or persons related to
"substantial users") of facilities financed by private activity bonds or
industrial development bonds should consult their tax advisers before purchasing
shares of the Tax-Exempt Fund because, for users of certain of these facilities,
the interest on such bonds is not exempt from federal income tax. For these
purposes, the term "substantial user" is defined generally to include a
"non-exempt person" who regularly uses in trade or business a part of a facility
financed from the proceeds of such bonds.
The Funds' investment objectives and policies, including their policy of
attempting to maintain a net asset value of $1.00 per share, make it unlikely
that any capital gains will be paid to investors. However, the Fund cannot
guarantee that such a net asset value will be maintained. Accordingly, a
shareholder may realize a capital gain or loss upon redemption of shares of a
Fund. Capital gain or loss on shares held for one year or less is classified as
short-term capital gain or loss while capital gain or loss on shares held for
more than one year is classified as long-term capital gain or loss. Any loss
realized on the redemption of fund shares held for six months or less is
nondeductible to the extent of any exempt-interest dividends paid with respect
to such shares.
46
<PAGE>
Each Fund will be subject to a nondeductible 4% excise tax to the extent it
fails to distribute by the end of any calendar year substantially all of its
ordinary income for that year and its net capital gains for the one-year period
ending on December 31 of that year, plus certain other amounts.
You should consult your own tax adviser regarding specific questions as to
federal, state and local taxes. Dividends will generally be subject to
applicable state and local taxes. Qualification as a regulated investment
company under the Internal Revenue Code of 1986, as amended, for income tax
purposes does not entail government supervision of management or investment
policies.
PERFORMANCE
To keep shareholders and potential investors informed, INVESCO will occasionally
advertise the Funds' total returns for one-, five-, and ten-year periods (or
since inception). Total return figures show the rate of return on a $10,000
investment in a Fund, assuming reinvestment of all dividends for the periods
cited.
Cumulative total return shows the actual rate of return on an investment for the
period cited; average annual total return represents the average annual
percentage change in the value of an investment. Both cumulative and average
annual total returns tend to "smooth out" fluctuations in a Fund's investment
results, because they do not show the interim variations in performance over the
periods cited. More information about the Funds' recent and historical
performance is contained in the Trust's Annual Report to Shareholders. You can
get a free copy by calling or writing to INVESCO using the phone number or
address on the back cover of the Funds' prospectus.
We may also advertise a Fund's "yield" and "effective yield." Both yield figures
are based on historical earnings and are not intended to indicate future
performance. The "yield" of a Fund refers to the income generated by an
investment in the Fund over a seven-day period (which period will be stated in
the advertisement). This income is then "annualized." That is, the amount of
income generated by the investment during that week is assumed to be generated
each week over a 52-week period and is shown as a percentage of the investment.
The "effective yield" is calculated similarly but, when annualized, the income
earned by an investment in the Fund is assumed to be reinvested. The "effective
yield" will be slightly higher than the "yield" because of the compounding
effect of this assumed reinvestment. For the seven days ended December 31, 1998
the Money Reserve Fund's current and effective yields were 5.42% and 5.57%,
respectively; the Tax-Exempt Reserve Fund's current and effective yields were
3.86% and 3.94%, respectively.
When we quote mutual fund rankings published by Lipper, Inc., we may compare a
Fund to others in its appropriate Lipper category, as well as the broad-based
Lipper general fund groupings. These rankings allow you to compare a Fund to its
peers. Other independent financial media also produce performance- or
service-related comparisons, which you may see in our promotional materials.
Performance figures are based on historical earnings and are not intended to
suggest future performance.
47
<PAGE>
Average annual total return performance for the one-, five-, and ten-year
periods ended December 31, 1998 was:
NAME OF FUND 1 YEAR 5 YEAR 10 YEAR
- ------------- ------ ------ -------
Treasurer's Money Market Reserve Fund 5.46% 5.24% 5.65%
Treasurer's Tax-Exempt Reserve Fund 3.49% 3.48% 3.96%
Average annual total return performance for each of the periods indicated was
computed by finding the average annual compounded rates of return that would
equate the initial amount invested to the ending redeemable value, according to
the following formula:
P(1 + T)n = ERV
where: P = a hypothetical initial payment of $10,000
T = average annual total return
n = number of years
ERV = ending redeemable value of initial payment
The average annual total return performance figures shown above were determined
by solving the above formula for "T" for each time period indicated.
In conjunction with performance reports, comparative data between a Fund's
performance for a given period and other types of investment vehicles, including
certificates of deposit, may be provided to prospective investors and
shareholders.
In conjunction with performance reports and/or analyses of shareholder services
for a Fund, comparative data between that Fund's performance for a given period
and recognized indices of investment results for the same period, and/or
assessments of the quality of shareholder service, may be provided to
shareholders. Such indices include indices provided by Dow Jones & Company,
Standard & Poor's, Lipper, Inc., Lehman Brothers, National Association of
Securities Dealers Automated Quotations, Frank Russell Trust, Value Line
Investment Survey, the American Stock Exchange, Morgan Stanley Capital
International, Wilshire Associates, the Financial Times Stock Exchange, the New
York Stock Exchange, the Nikkei Stock Average and Deutcher Aktienindex, all of
which are unmanaged market indicators. In addition, rankings, ratings, and
comparisons of investment performance and/or assessments of the quality of
shareholder service made by independent sources may be used in advertisements,
sales literature or shareholder reports, including reprints of, or selections
from, editorials or articles about the Fund. These sources utilize information
compiled (i) internally; (ii) by Lipper, Inc.; or (iii) by other recognized
analytical services. The Lipper, Inc. mutual fund rankings and comparisons which
may be used by the Fund in performance reports will be drawn from the tax-exempt
mutual fund groupings for Treasurer's Tax-Exempt Reserve Fund and the money
market mutual fund grouping for Treasurer's Money Market Reserve Fund, in
addition to the broad-based Lipper general fund groupings:
48
<PAGE>
Sources for Fund performance information and articles about the Funds include,
but are not limited to, the following:
AMERICAN ASSOCIATION OF INDIVIDUAL INVESTORS' JOURNAL
BANXQUOTE
BARRON'S
BUSINESS WEEK
CDA INVESTMENT TECHNOLOGIES
CNBC
CNN
CONSUMER DIGEST
FINANCIAL TIMES
FINANCIAL WORLD
FORBES
FORTUNE
IBBOTSON ASSOCIATES, INC.
INSTITUTIONAL INVESTOR
INVESTMENT TRUST DATA, INC.
INVESTOR'S BUSINESS DAILY
KIPLINGER'S PERSONAL FINANCE
LIPPER ANALYTICAL SERVICES, INC.'S MUTUAL FUND
PERFORMANCE ANALYSIS
MONEY
MORNINGSTAR
MUTUAL FUND FORECASTER
NO-LOAD ANALYST
NO-LOAD FUND X
PERSONAL INVESTOR
SMART MONEY
THE NEW YORK TIMES
THE NO-LOAD FUND INVESTOR
U.S. NEWS AND WORLD REPORT
UNITED MUTUAL FUND SELECTOR
USA TODAY
THE WALL STREET JOURNAL
WIESENBERGER INVESTMENT COMPANIES SERVICES
WORKING WOMAN
WORTH
FINANCIAL STATEMENTS
The financial statements for the Trust for the fiscal year ended December 31,
1998 are incorporated herein by reference from the Trust's Annual Report to
Shareholders dated December 31, 1998.
49
<PAGE>
APPENDIX A
Some of the terms used in theStatement of Additional Information are
described below.
BANK OBLIGATIONS include certificates of deposit which are negotiable
certificates evidencing the indebtedness of a commercial bank to repay funds
deposited with it for a definite period of time (usually from 14 days to one
year) at a stated interest rate.
BANKERS' ACCEPTANCES are credit instruments evidencing the obligation of a
bank to pay a draft which has been drawn on it by a customer. These instruments
reflect the obligation both of the bank and of the drawer to pay the face amount
of the instrument upon maturity.
BOND ANTICIPATION NOTES normally are issued to provide interim financing
until long-term financing can be arranged. The long-term bonds then provide the
money for the repayment of the Notes.
BONDS: MUNICIPAL BONDS may be issued to raise money for various public
purposes -- like constructing public facilities and making loans to public
institutions. Certain types of municipal bonds, such as certain project notes,
are backed by the full faith and credit of the United States. Certain types of
municipal bonds are issued to obtain funding for privately operated facilities.
The two principal classifications of municipal bonds are "general obligation"
and "revenue" bonds. General obligation bonds are backed by the taxing power of
the issuing municipality and are considered the safest type of municipal bond.
Issuers of general obligation bonds include states, counties, cities, towns and
regional districts. The proceeds of these obligations are used to fund a wide
range of public projects including the construction or improvement of schools,
highways and roads, water and sewer systems and a variety of other public
purposes. The basic security of general obligation bonds is the issuer's pledge
of its faith, credit, and taxing power for the payment of principal and
interest. Revenue bonds are backed by the net revenues derived from a particular
facility or group of facilities of a municipality or, in some cases, from the
proceeds of a special excise or other specific revenue source. Although the
principal security behind these bonds varies widely, many provide additional
security in the form of a debt service reserve fund whose monies may also be
used to make principal and interest payments on the issuer's obligations.
Industrial development revenue bonds are a specific type of revenue bond backed
by the credit and security of a private user and therefore investments in these
bonds have more potential risk. Although nominally issued by municipal
authorities, industrial development revenue bonds are generally not secured by
the taxing power of the municipality but are secured by the revenues of the
authority derived from payments by the industrial user.
COMMERCIAL PAPER consists of short-term (usually one to 180 days)
unsecured promissory notes issued by corporations in order to finance their
current operations.
CORPORATE DEBT OBLIGATIONS are bonds and notes issued by corporations and
other business organizations, including business trusts, in order to finance
their long-term credit needs.
MONEY MARKET refers to the marketplace composed of the financial
institutions which handle the purchase and sale of liquid, short-term,
50
<PAGE>
high-grade debt instruments. The money market is not a single entity, but
consists of numerous separate markets, each of which deals in a different type
of short-term debt instrument. These include U.S. government securities,
commercial paper, certificates of deposit and bankers' acceptances, which are
generally referred to as money market instruments.
PORTFOLIO SECURITIES LOANS: The Trust, on behalf of each of the Funds, may
lend limited amounts of its portfolio securities (not to exceed 20% of a
particular Fund's total assets) to broker-dealers or other institutional
investors. Management of the Trust understands that it is the current view of
the staff of the SEC that the Funds are permitted to engage in loan transactions
only if the following conditions are met: (1) the applicable Fund must receive
100% collateral in the form of cash or cash equivalents, e.g., U.S. Treasury
bills or notes, from the borrower; (2) the borrower must increase the collateral
whenever the market value of the securities (determined on a daily basis) rises
above the level of the collateral; (3) the Trust must be able to terminate the
loan after notice; (4) the applicable Fund must receive reasonable interest on
the loan or a flat fee from the borrower, as well as amounts equivalent to any
dividends, interest or other distributions on the securities loaned and any
increase in market value; (5) the applicable Fund may pay only reasonable
custodian fees in connection with the loan; (6) voting rights on the securities
loaned may pass to the borrower; however, if a material event affecting the
investment occurs, the Trust must be able to terminate the loan and vote proxies
or enter into an alternative arrangement with the borrower to enable the Trust
to vote proxies. Excluding items (1) and (2), these practices may be amended
from time to time as regulatory provisions permit.
REPURCHASE AGREEMENTS: A repurchase agreement is a transaction in which a
Fund purchases a security and simultaneously commits to sell the security to the
seller at an agreed upon price and date (usually not more than seven days) after
the date of purchase. The resale price reflects the purchase price plus an
agreed upon market rate of interest which is unrelated to the coupon rate or
maturity of the purchased security. A Fund's risk is limited to the ability of
the seller to pay the agreed upon amount on the delivery date. In the opinion of
management this risk is not material; if the seller defaults, the underlying
security constitutes collateral for the seller's obligations to pay. This
collateral will be held by the custodian for the Trust's assets. However, in the
absence of compelling legal precedents in this area, there can be no assurance
that the Trust will be able to maintain its rights to such collateral upon
default of the issuer of the repurchase agreement. To the extent that the
proceeds from a sale upon a default in the obligation to repurchase are less
than the repurchase price, the particular Fund would suffer a loss.
REVENUE ANTICIPATION NOTES are issued in expectation of receipt of other
kinds of revenue, such as federal revenues available under the Federal Revenue
Sharing Program.
REVERSE REPURCHASE AGREEMENTS are transactions where a Fund temporarily
transfers possession of a portfolio security to another party, such as a bank or
broker-dealer, in return for cash, and agrees to buy the security back at a
future date and price. The use of reverse repurchase agreements will create
leverage, which is speculative. Reverse repurchase agreements are borrowings
subject to the Funds' investment restrictions applicable to that activity. The
Trust will enter into reverse repurchase agreements solely for the purpose of
obtaining funds necessary for meeting redemption requests. The proceeds received
from a reverse repurchase agreement will not be used to purchase securities for
investment purposes.
51
<PAGE>
SHORT-TERM DISCOUNT NOTES (tax-exempt commercial paper) are promissory
notes issued by municipalities to supplement their cash flow. The ratings A-1
and P-1 are the highest commercial paper ratings assigned by S&P and Moody's,
respectively.
TAX ANTICIPATION NOTES are to finance working capital needs of
municipalities and are issued in anticipation of various seasonal tax revenues,
to be payable from these specific future taxes.
TIME DEPOSITS are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate. Time
deposits which may be held by the Funds will not benefit from insurance from the
Federal Deposit Insurance Corporation.
U.S. GOVERNMENT SECURITIES are debt securities (including bills, notes,
and bonds) issued by the U.S. Treasury or issued by an agency or instrumentality
of the U.S. government which is established under the authority of an Act of
Congress. Such agencies or instrumentalities include, but are not limited to,
Fannie Mae, Ginnie Mae (also known as Government National Mortgage Association),
the Federal Farm Credit Bank, and the Federal Home Loan Banks. Although all
obligations of agencies, authorities and instrumentalities are not direct
obligations of the U.S. Treasury, payment of the interest and principal on these
obligations may be backed directly or indirectly by the U.S. government. This
support can range from the backing of the full faith and credit of the United
States to U.S. Treasury guarantees, or to the backing solely of the issuing
instrumentality itself. In the case of securities not backed by the full faith
and credit of the United States, the investor must look principally to the
agency issuing or guaranteeing the obligation for ultimate repayment, and may
not be able to assert a claim against the United States itself in the event the
agency or instrumentality does not meet its commitments.
RATINGS OF MUNICIPAL AND CORPORATE DEBT OBLIGATIONS
The four highest ratings of Moody's and S&P for municipal and corporate
debt obligations are Aaa, Aa, A and Baa and AAA, AA, A and BBB, respectively.
MOODY'S. The characteristics of these debt obligations rated by Moody's are
generally as follows:
Aaa -- Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.
Aa -- Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.
Moody's applies the numerical modifiers 1, 2 and 3 to the Aa rating
classification. The modifier 1 indicates a ranking for the security in the
higher end of this rating category; the modifier 2 indicates a mid-range
52
<PAGE>
ranking; and the modifier 3 indicates a ranking in the lower end of this rating
category.
A -- Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.
Baa -- Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
Moody's ratings for state and municipal notes and other short-term loans
are designated Moody's Investment Grade ("MIG"). This distinction is in
recognition of the difference between short-term credit and long-term credit. A
short-term rating may also be assigned on an issue having a demand feature. Such
ratings are designated as VMIG. Short-term ratings on issues with demand
features are differentiated by the use of the VMIG symbol to reflect such
characteristics as payment upon demand rather than fixed maturity dates and
payment relying on external liquidity.
MIG 1/VMIG 1 -- Notes and loans bearing this designation are of the best
quality, enjoying strong protection from established cash flows of funds for
their servicing or from established and broad-based access to the market for
refinancing, or both.
MIG 2/VMIG 2 -- Notes and loans bearing this designation are of high
quality, with margins of protection ample although not so large as in the
preceding group.
S& P'S RATING SERVICES. The characteristics of these debt obligations rated by
S&P are generally as follows:
AAA -- This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.
AA -- Bonds rated AA also qualify as high quality debt obligations.
Capacity to pay principal and interest is very strong, and in the majority of
instances they differ from AAA issues only in small degree.
A -- Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.
BBB -- Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.
53
<PAGE>
S&P ratings for short-term notes are as follows:
SP-1 -- Very strong capacity to pay principal and interest.
SP-2 -- Satisfactory capacity to pay principal and interest.
SP-3 -- Speculative capacity to pay principal and interest.
A debt rating is not a recommendation to purchase, sell or hold a
security, inasmuch as it does not comment as to market price or suitability for
a particular investor.
RATINGS OF COMMERCIAL PAPER
DESCRIPTION OF MOODY'S COMMERCIAL PAPER RATINGS. Among the factors
considered by Moody's Investors Services, Inc. in assigning commercial paper
ratings are the following: (1) evaluation of the management of the issuer; (2)
economic evaluation of the issuer's industry or industries and an appraisal of
the risks which may be inherent in certain areas; (3) evaluation of the issuer's
products in relation to competition and customer acceptance; (4) liquidity; (5)
amount and quality of long-term debt; (6) trend of earnings over a period of ten
years; (7) financial strength of a parent company and the relationships which
exist with the issuer; and (8) recognition by the management of obligations
which may be present or may arise as a result of public interest questions and
preparations to meet such obligations. Relative differences in strength and
weakness in respect to these criteria would establish a rating of one of three
classifications; P-1 (Highest Quality), P-2 (Higher Quality) or P-3 (High
Quality).
DESCRIPTION OF S&P COMMERCIAL PAPER RATINGS. An S&P commercial paper
rating is a current assessment of the likelihood of timely payment of debt
having an original maturity of no more than 365 days. Ratings are graded into
four categories, ranging from "A" for the highest quality obligations to "D" for
the lowest. The "A" categories are as follows:
A -- Issues assigned this highest rating are regarded as having the
greatest capacity for timely payment. Issues in this category are delineated
with the numbers 1, 2, and 3 to indicate the relative degree of safety.
A-1 -- This designation indicates that the degree of safety regarding
timely payment is either overwhelming or very strong.
A-2 -- Capacity for timely payment on issues with this designation is
strong. However, the relative degree of safety is not as high as for issues
designated A-1.
A-3 -- Issues carrying this designation have a satisfactory capacity for
timely payment. They are, however, somewhat more vulnerable to the adverse
effects of changes in circumstances than obligations carrying the higher
designations.
54
<PAGE>
PART C. OTHER INFORMATION
Item 23. Exhibits
(a) (1) Articles of Incorporation of Registrant dated
February 4, 1999.
(2) Articles of Amendment dated May 24, 1999 to
Articles of Incorporation.
(b) (1) Bylaws of Registrant.
(c) Not applicable.
(d) (1) Investment Advisory Agreement between Registrant
and INVESCO Capital Management Inc. dated February 28,
1997.(2)
(e) (1) General Distribution Agreement between Registrant
and INVESCO Services, Inc. dated February 28, 1997.(2)
(2) General Distribution Agreement between Registrant
and INVESCO Funds Group, Inc. dated May 15, 1997.(3)
(3) General Distribution Agreement between Registrant
and INVESCO Distributors, Inc. dated September 30,
1997.(3)
(f) (1) Defined Benefit Deferred Compensation Plan for
Non-Interested Directors and Trustees.(2)
(2) Amended Defined Benefit Deferred Compensation Plan
for Interested Directors and Trustees.(5)
(g) (1) Custody Agreement between Treasurer's Series Trust
and State Street Bank & Trust dated May 1, 1999.
(2) Amendment to Custody Agreement between Registrant
and State Street Bank & Trust dated May 26, 1999.
(h) (1) Transfer Agency Agreement between Registrant and
INVESCO Funds Group, Inc. dated February 28, 1997.(2)
(2) Indemnification Agreement between INVESCO Capital
Management, L.P. and each of the Trustees of the
Registrant.(2)
(3) Administrative Services Agreement between
Registrant and INVESCO Funds Group, Inc. dated February
28, 1997.(2)
(i) Opinion and consent of counsel as to the legality of
the securities being registered, indicating whether they
will, when sold, be legally issued, fully paid and
non-assessable.
(j) Consent of Independent Accountants.
<PAGE>
(k) Not applicable.
(l) Not applicable.
(m) Not Applicable.
(n) (1) Financial Data Schedule for the year ended
December 31, 1998 for the Treasurer's Money Market Reserve
Fund.(6)
(2) Financial Data Schedule for the year ended
December 31, 1998 for the Treasurer's Tax-Exempt Reserve
Fund.(6)
(o) Not applicable.
(1) Previously filed on EDGAR with Post-Effective Amendment No. 16 to the
Registration Statement on April 23, 1996, and incorporated by reference herein.
(2) Previously filed on EDGAR with Post-Effective Amendment No. 17 to the
Registration Statement on April 25, 1997, and incorporated by reference herein.
(3) Previously filed on EDGAR with Post-Effective Amendment No. 18 to the
Registration Statement on February 27, 1998, and incorporated by reference
herein.
(4) Previously filed on EDGAR with Post-Effective Amendment No. 19 to the
Registration Statement on April 30, 1998, and incorporated by reference herein.
(5) Previously filed on EDGAR with Post-Effective Amendment No. 20 to the
Registration Statement on March 1, 1999, and incorporated by reference herein.
(6) Previously filed on EDGAR with Post-Effective Amendment No. 21 to the
Registration Statement on April 30, 1999, and incorporated by reference herein.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND
No person is presently controlled by or under common control with the Fund.
ITEM 25. INDEMNIFICATION
Indemnification provisions for officers, directors and employees of Registrant
are set forth in Article X of the Amended Bylaws and Article Seventh (3) of the
Articles of Restatement of the Articles of Incorporation, and are hereby
incorporated by reference. See Item 24(b)(1) and (2) above. Under these
Articles, directors and officers will be indemnified to the fullest extent
permitted to directors by the Maryland General Corporation Law, subject only to
such limitations as may be required by the Investment Company Act of 1940, as
amended, and the rules thereunder. Under the Investment Company Act of 1940,
Fund directors and officers cannot be protected against liability to the Fund or
its shareholders to which they would be subject because of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties of their office.
The Fund also maintains liability insurance policies covering its directors and
officers.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
See "The Fund and Its Management" in the Fund's Prospectus and in the Statement
of Additional Information for information regarding the business of the
investment adviser, ICM.
<PAGE>
Following are the names and principal occupations of each director and officer
of the investment adviser, ICM.
- --------------------------------------------------------------------------------
Name Position with Principal Occupation and
Adviser Company Affiliation
- -------------------------------------------------------------------------------
Edward C Mitchell, Jr. Chairman Chairman, Director
INVESCO Capital Management, Int.
1315 Peachtree Street, N.E.
Atlanta, GA 30309
- ------------------------------------------------------------------------------
Frank M. Bishop Chairman and Chairman, President and CEO
Officer INVESCO Capital Management, Inc.
1315 Peachtree Street, N.E.
Atlanta, GA 30309
- -------------------------------------------------------------------------------
Terrence J. Miller Officer & Director Deputy President and Director
INVESCO Capital Management, Inc.
1315 Peachtree Street, N.E.
Atlanta, GA 30309
- --------------------------------------------------------------------------------
Timothy J. Culler Officer & Director Chief Investment Officer/
Vice President/Director
INVESCO Capital Management, Inc.
1315 Peachtree Street, N.E.
Atlanta, GA 30309
- --------------------------------------------------------------------------------
A. D. Frazier Director Director
INVESCO Capital Management, Inc.
1315 Peachtree Street, N.E.
Atlanta, GA 30309
- --------------------------------------------------------------------------------
Stephen A. Dana Director & Officer Director and Vice President
INVESCO Capital Management, Inc.
1315 Peachtree Street, N.E.
Atlanta, GA 30309
- --------------------------------------------------------------------------------
Thomas W. Norwood Director & Officer Director and Vice President
INVESCO Capital Management, Inc.
1315 Peachtree Street, N.E.
Atlanta, GA 30309
- --------------------------------------------------------------------------------
Donald B. Sallee Director & Officer Director and Vice President
INVESCO Capital Management, Inc.
1315 Peachtree Street, N.E.
Atlanta, GA 30309
- --------------------------------------------------------------------------------
<PAGE>
Thomas L. Shields Director & Officer Director and Vice President
INVESCO Capital Management, Inc.
1315 Peachtree Street, N.E.
Atlanta, GA 30309
- --------------------------------------------------------------------------------
Luis A. Aguilar Officer Executive Vice President
and Asst. Sec.
INVESCO Capital Management, Inc.
1315 Peachtree Street, N.E.
Atlanta, GA 30309
- --------------------------------------------------------------------------------
David A. Hartley Officer Chief Financial Officer/Treasurer
INVESCO Capital Management, Inc.
1315 Peachtree Street, N.E.
Atlanta, GA 30309
- --------------------------------------------------------------------------------
Julie A. Skaggs Officer General Counsel/Vice President/
Secretary
INVESCO Capital Management, Inc.
1315 Peachtree Street, N.E.
Atlanta, GA 30309
- --------------------------------------------------------------------------------
ITEM 27. a) PRINCIPAL UNDERWRITERS
INVESCO Bond Funds, Inc.
INVESCO Combination Stock & Bond Funds, Inc.
INVESCO Diversified Funds, Inc.
INVESCO Emerging Opportunity Funds, Inc.
INVESCO Growth Funds, Inc.
INVESCO Industrial Income Fund, Inc.
INVESCO International Funds, Inc.
INVESCO Money Market Funds, Inc.
INVESCO Sector Funds, Inc.
INVESCO Specialty Funds, Inc.
INVESCO Stock Funds, Inc.
INVESCO Tax-Free Income Funds, Inc.
INVESCO Value Trust
INVESCO Variable Investment Funds, Inc.
b)
Positions and Positions and
Name and Principal Offices with Offices with
Business Address Underwriter the Trust
- ------------------ ------------ -------------
William J. Galvin, Jr. Sr. Vice
7800 E. Union Avenue President &
Denver, CO 80237 Assistant Secretary
Ronald L. Grooms Sr. Vice Treasurer,
7800 E. Union Avenue President, Chief Fin'l
Denver, CO 80237 Treasurer and Officer, and
Director Chief Acctg. Off.
<PAGE>
Richard W. Healey Sr. Vice
7800 E. Union Avenue President and
Denver, CO 80237 Director
Charles P. Mayer Director
7800 E. Union Avenue
Denver, CO 80237
Timothy J. Miller Director
7800 E. Union Avenue
Denver, CO 80237
Glen A. Payne Senior Vice Secretary
7800 E. Union Avenue President,
Denver, CO 80237 Secretary &
General Counsel
Judy P. Wiese Vice President
7800 E. Union Avenue & Assistant
Denver, CO 80237 Treasurer
Mark H. Williamson Chairman of the Board, President,
7800 E. Union Avenue President & Chief CEO & Director
Denver, CO 80237 Executive Officer
c) Not applicable.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
Mark H. Williamson
7800 E. Union Avenue
Denver, CO 80237
ITEM 29. MANAGEMENT SERVICES
Not applicable.
ITEM 30. UNDERTAKINGS
Not applicable.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Fund certifies that it meets all of the requirements
for effectiveness of this registration statement under Rule 485(b) under the
Securities Act and has duly caused this post-effective amendment to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Denver,
County of Denver, and State of Colorado, on the 28th day of May, 1999.
ATTEST: INVESCO Treasurer's Series Funds, Inc.
/s/ Glen A. Payne /s/ Mark H. Williamson
- ------------------------------- --------------------------------------
Glen A. Payne Mark H. Williamson, President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the date indicated.
/s/ Mark H. Williamson */s/ Lawrence H. Budner
- ------------------------------- -----------------------------
Mark H. Williamson, President & Lawrence H. Budner, Director
Director (Chief Executive Officer)
/s/ Ronald L. Grooms */s/ John W. Mcintyre
- ------------------------------- -----------------------------
Ronald L. Grooms, Treasurer John W. McIntyre, Director
(Chief Financial and Accounting
Officer)
*/s/ Victor L. Andrews */s/ Fred A. Deering
- ------------------------------- -----------------------------
Victor L. Andrews, Director Fred A. Deering, Director
*/s/ Bob R. Baker */s/ Larry Soll
- ------------------------------- -----------------------------
Bob R. Baker, Director Larry Soll, Director
*/s/ Charles W. Brady */s/ Kenneth T. King
- ------------------------------- -----------------------------
Charles W. Brady, Director Kenneth T. King, Director
*/s/ Wendy L. Gramm
- -------------------------------
Wendy L. Gramm, Director
By*_____________________________ By* /s/ Glen A. Payne
-------------------------
Edward F. O'Keefe Glen A. Payne
Attorney in Fact Attorney in Fact
* Original Powers of Attorney authorizing Edward F. O'Keefe and Glen A. Payne,
and each of them, to execute this post-effective amendment to the Registration
Statement of the Registrant on behalf of the above-named directors and officers
of the Registrant have been filed with the Securities and Exchange Commission on
July 20, 1989, January 9, 1990, May 22, 1992, September 1, 1993, December 1,
1993, December 21, 1995, December 30, 1996 and December 24, 1997.
<PAGE>
Exhibit Index
Exhibit Number
a(1)
a(2)
g(1)
g(2)
i
j
Exhibit (a)(1)
ARTICLES OF INCORPORATION
INVESCO Treasurers' Series Funds, Inc.
7800 East Union Avenue
Denver, Colorado 80237
ARTICLES OF INCORPORATION
DATED: February 4, 1999
legal\itst\artofincorpTreasSeries.doc
<PAGE>
ARTICLES OF INCORPORATION
OF
INVESCO Treasurers' Series Funds, Inc.
ARTICLE I
Preamble
The undersigned, Mark H. Williamson, whose address is c/o INVESCO Funds
Group, Inc., 7800 East Union Avenue, Denver, Colorado 80237, and who is of full
legal age, does hereby declare that he is an incorporator intending to form a
corporation under and by virtue of the Maryland General Corporation Law
authorizing the formation of corporations.
ARTICLE II
Name
The name of the corporation is INVESCO Treasurers' Series Funds, Inc.
(the "Corporation").
ARTICLE III
Purposes and Powers
The purposes for which the Corporation is formed, and its objects,
rights, powers and privileges are:
(1) To conduct and carry on the business of an investment company of the
open-end management type;
(2) To subscribe for, or otherwise acquire, purchase, pledge, sell,
assign, transfer, exchange, distribute or otherwise dispose of, and generally
deal in and hold all forms of securities and other investments including, but
not by way of limitation, stocks (preferred and common), notes, bonds,
debentures, scrip, warrants, participation certificates, futures, options of all
types on securities and futures, mortgages, commercial paper, choses in action,
evidences of indebtedness and other obligations of every kind and description,
precious metals and contracts and rights to acquire or dispose of precious
metals, and in connection therewith to hold part or all of its assets in cash or
cash equivalents or money market instruments;
(3) To issue and sell shares of its own capital stock in such amount and
on such terms and conditions, for such purposes and for such amount or kind of
consideration now or hereafter permitted by the Maryland General Corporation Law
and by these Articles, as its Board of Directors may determine;
(4) To redeem, purchase or otherwise acquire, hold, dispose of, resell,
transfer, reissue, retire or cancel (all without the vote or consent of the
stockholders of the Corporation) shares of its capital stock, in any manner and
to the extent now or hereafter permitted by the laws of Maryland;
(5) To borrow or raise money for any purpose of the Corporation and from
time to time draw, make, accept, endorse, execute and issue promissory notes,
drafts, bills of exchange, warrants, bonds, debentures and other negotiable and
nonnegotiable instruments and evidences of indebtedness, and to pledge,
hypothecate and borrow upon the credit of the assets of the Corporation;
(6) To take such action as shall be desirable and necessary to cause its
shares to be licensed or registered for sale under the laws of the United States
<PAGE>
and in any state, county, city or other municipality of the United States, the
territories thereof, the District of Columbia or in any foreign country and in
any town, city or subdivision thereof;
(7) To make contracts and generally to do any and all acts and things
necessary or desirable in furtherance of any of the corporate purposes or
designed to protect, preserve and/or enhance the value of the corporate assets,
all to the extent permitted to business corporations authorized under the laws
of the State of Maryland, as now or may in the future be authorized by said
laws;
(8) To do all and everything necessary, suitable and proper for the
accomplishment of any of the purposes, objects or powers hereinbefore set forth
to the same extent and as fully as a natural person might or could do, in any
part of the world and either alone or in association or partnership with other
corporations, firms or individuals;
(9) To have all the rights, powers and privileges now or hereafter
conferred by the laws of the State of Maryland upon a corporation organized
under the Maryland General Corporation Law, or under any act amendatory thereof,
supplemental thereto or in substitution therefor; and
(10) To do any and all such further acts or things and to exercise any
and all such further powers or rights as may be necessary, incidental, relative,
conducive, appropriate or desirable for the accomplishment, carrying out or
attainment of all or any of the foregoing purposes, objects or powers.
The foregoing clauses shall be construed both as objects and powers, and
it is hereby expressly provided that the enumeration herein of any specific
objects and powers shall not be held to limit or restrict in any way the general
powers of the Corporation, nor shall such objects and powers, except when
otherwise expressly provided, be in any way limited or restricted by reference
to, or inference from, the terms of any other clause of these Articles, but the
objects and powers specified in each of the foregoing clauses of this Article
shall be regarded as independent objects and powers.
ARTICLE IV
Principal Office and Resident Agent
The post office address of the principal office of the Corporation in
the State of Maryland is CT Corporation System. The resident agent of the
Corporation in the State of Maryland is The Corporation Trust, Incorporated, 300
East Lombard Street, Baltimore, Maryland 21202, a corporation of the State of
Maryland.
ARTICLE V
Capital Stock
(1) The total number of shares of stock which the Corporation initially
shall have authority to issue is five hundred million (500,000,000) of shares of
common stock of the par value of $0.01 each, to be classified as "Common
Shares", and of the aggregate par value of five million dollars ($5,000,000).
Unless otherwise prohibited by law, so long as the Corporation is registered as
an open-end investment company under the Investment Company Act of 1940, as
amended, the total number of shares which the Corporation is authorized to issue
may be increased or decreased by the Board of Directors in accordance with the
applicable provisions of the Maryland General Corporation Law.
(2) The Corporation is authorized to issue its shares in one or more
series or one or more classes, and, except as prohibited by law, the different
series or classes shall be established and designated, and the variations in the
relative preferences, conversion and other rights, voting powers, restrictions,
2
<PAGE>
limitations as to dividends, qualifications and terms and conditions of
redemption as between the different series or classes shall be fixed and
determined by the Board of Directors; provided that the Board of Directors shall
not classify or reclassify any of such shares into any class or series of stock
which is prior to any class or series of stock then outstanding with respect to
rights upon the liquidation, dissolution or winding up of the affairs of, or
upon any distribution of the general assets of, the Corporation, except that
there may be variations so fixed and determined between different series or
classes as to investment objective, purchase price, right of redemption, special
rights as to dividends and on liquidation with respect to assets belonging to a
particular series or class, voting powers and conversion rights. All references
to Common Shares in these Articles shall be deemed to be shares of any or all
series and classes as the context may require.
The following is a description of the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends, qualifications
and terms and conditions of redemption of the series of Common Shares of the
Corporation designated as the INVESCO Treasurer's Money Market Reserve Fund and
INVESCO Treasurer's Tax-Exempt Reserve Fund (of which there are initially
authorized 200,000,000), and any additional class or series of Common Shares of
the Corporation (unless provided otherwise by the Board of Directors with
respect to any such additional class or series at the time of establishing and
designating such additional class or series).
(a) The number of authorized Common Shares and the number of Common
Shares of each series or of each class that may be issued shall be in such
number as may be determined by the Board of Directors. The Directors may
classify or reclassify any unissued Common Shares or any Common Shares
previously issued and reacquired of any series or class into one or more series
or one or more classes that may be established and designated from time to time.
The Directors may hold as treasury shares (or the same or some other series of
class), reissue for such consideration and on such terms as they may determine,
or cancel any Common Shares of any series or any class reacquired by the
Corporation at their discretion from time to time.
(b) All consideration received by the Corporation for the issue or sale
of Common Shares of a particular series or class, together with all assets in
which such consideration is invested or reinvested, all income, earnings,
profits and proceeds thereof, including any proceeds derived from the sale,
exchange or liquidation of such assets, and any funds or payments derived from
any reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong to that series or class for all purposes, subject only to the
rights of creditors, and shall be so recorded upon the books of account of the
Corporation. In the event that there are any assets, income, earnings, profits
and proceeds thereof, funds, or payments which are not readily identifiable as
belonging to any particular series or class, the Directors shall allocate them
among any one or more of the series or classes established and designated from
time to time in such manner and on such basis as they, in their sole discretion,
deem fair and equitable. Each such allocation by the Corporation shall be
conclusive and binding upon the stockholders of all series or classes for all
purposes. The Directors shall have full discretion, to the extent not
inconsistent with the Investment Company Act of 1940, as amended, and the
Maryland General Corporation Law to determine which items shall be treated as
income and which items shall be treated as capital; and each such determination
and allocation shall be conclusive and binding upon the stockholders.
(c) The assets belonging to each particular class or series shall be
charged with the liabilities of the Corporation in respect of that series or
class and all expenses, costs, charges and reserves attributable to that series
or class, and any general liabilities, expenses, costs, charges or reserves of
the Corporation which are not readily identifiable as belonging to any
particular series or class shall be allocated and charged by the Directors to
3
<PAGE>
and among any one or more of the series or classes established and designated
from time to time in such manner and on such basis as the Directors in their
sole discretion deem fair and equitable. Each allocation of liabilities,
expenses, costs, charges and reserves by the Directors shall be conclusive and
binding upon the stockholders of all series or classes for all purposes.
(d) Dividends and distributions on Common Shares of a particular series
or class may be paid with such frequency as the Directors may determine, which
may be daily or otherwise, pursuant to a standing resolution or resolutions
adopted only once or with such frequency as the Board of Directors may
determine, to the holders of Common Shares of that series or class, from such of
the income and capital gains, accrued or realized, from the assets belonging to
that series or class, as the Directors may determine, after providing for actual
and accrued liabilities belonging to that series or class. All dividends and
distributions on Common Shares of a particular series or class shall be
distributed pro rata to the holders of that series or class in proportion to the
number of Common Shares of that series or class held by such holders at the date
and time of record established for the payment of such dividends or
distributions except that in connection with any dividend or distribution
program or procedure, the Board of Directors may determine that no dividend or
distribution shall be payable on shares as to which the stockholder's purchase
order and/or payment in proper form have not been received by the time or times
established by the Board of Directors under such program or procedure.
The Corporation intends to have each separate series qualify as a
"regulated investment company" under the Internal Revenue Code of 1986, or any
successor comparable statute thereto, and regulations promulgated thereunder.
Inasmuch as the computation of net income and gains for Federal income tax
purposes may vary from the computation thereof on the books of the Corporation,
the Board of Directors shall have the power, in its sole discretion, to
distribute in any fiscal year as dividends, including dividends designated in
whole or in part as capital gains distributions, amounts sufficient, in the
opinion of the Board of Directors, to enable the respective series to qualify as
regulated investment companies and to avoid liability of such series for Federal
income tax in respect of that year. However, nothing in the foregoing shall
limit the authority of the Board of Directors to make distributions greater than
or less than the amount necessary to qualify the series as regulated investment
companies and to avoid liability of such series for such tax.
Dividends and distributions may be made in cash, property or additional
shares of the same or other class or series, or a combination thereof, as
determined by the Board of Directors or pursuant to any program that the Board
of Directors may have in effect at the time for the election by each stockholder
of the mode of the making of such dividend or distribution to that stockholder.
Any such dividend or distribution paid in shares will be paid at the net asset
value thereof as defined in section (3) below.
(e) In the event of the liquidation or dissolution of the Corporation or
of a particular class or series, the stockholders of each class or series that
has been established and designated and is being liquidated shall be entitled to
receive, as a class or series, when and as declared by the Board of Directors,
the excess of the assets belonging to that class or series over the liabilities
belonging to that class or series. The holders of shares of any particular class
or series shall not be entitled thereby to any distribution upon liquidation of
any other class or series. The assets so distributable to the stockholders of
any particular class or series shall be distributed among such stockholders in
proportion to the number of shares of that class or series held by them and
recorded on the books of the Corporation. The liquidation of any particular
class or series in which there are shares then outstanding may be authorized by
vote of a majority of the Board of Directors then in office, subject to the
approval of a majority of the outstanding securities of that class or series, as
defined in the Investment Company Act of 1940, as amended, and without the vote
4
<PAGE>
of the holders of any other class or series. The liquidation or dissolution of a
particular class or series may be accomplished, in whole or in part, by the
transfer of assets of such class or series to another class or series or by the
exchange of shares of such class or series for the shares of another class or
series.
(f) On each matter submitted to a vote of the stockholders, each holder
of a share shall be entitled to one vote for each share standing in his name on
the books of the Corporation, irrespective of the class or series thereof, and
all shares of all classes or series shall vote as a single class or series
("Single Class Voting"); provided, however, that (i) as to any matter with
respect to which a separate vote of any class or series is required by the
Investment Company Act of 1940, as amended, or by the Maryland General
Corporation Law, such requirement as to a separate vote by that class or series
shall apply in lieu of Single Class Voting as described above; (ii) in the event
that the separate vote requirements referred to in (i) above apply with respect
to one or more classes or series, then, subject to (iii) below, the shares of
each other class and series shall vote as a single class or series; and (iii) as
to any matter which does not affect the interest of a particular class or
series, only the holders of shares of the one or more affected classes or series
shall be entitled to vote.
(g) The establishment and designation of any series or class of Common
Shares shall be effective upon the adoption by a majority of the then Directors
of a resolution setting forth such establishment and designation and the
relative rights and preferences of such series or class, or as otherwise
provided in such instrument and the filing with the proper authority of the
State of Maryland of Articles Supplementary setting forth such establishment and
designation and relative rights and preferences.
(3) The Corporation shall, upon due presentation of Common Shares for
redemption, redeem such shares of stock at a redemption price prescribed by the
Board of Directors in accordance with applicable laws and regulations; provided
that in no event shall such price be less than the applicable net asset value
per share of such class or series as determined in accordance with the
provisions of this section (3), less such redemption charge or deferred sales
charge (if any) as may be determined by the Board of Directors. The Corporation
may redeem, at current net asset value, Common Shares of any class or series not
offered for redemption held by any shareholder whose shares have a value of less
than $100 or such lesser amount as may be fixed by the Board of Directors;
provided that before the Corporation redeems such shares it must notify the
shareholder that the value of his/her shares is less than the required minimum
and allow the shareholder reasonable opportunity to make an additional
investment in an amount which will increase the value of the account to the
required minimum or more. Redemption proceeds shall be paid exclusively out of
the assets of the class or series whose shares are being redeemed, and shall be
paid in cash or by check (or similar form of payment) and not in kind.
Notwithstanding the foregoing, the Corporation may postpone payment of
the redemption price and may suspend the right of the holders of shares of any
class or series to require the Corporation to redeem shares of that class or
series during any period or at any time when and to the extent permissible under
the Investment Company Act of 1940, as amended, or any rule or order thereunder.
The net asset value of a share of any class or series of Common Shares
of the Corporation shall be determined in accordance with applicable laws and
regulations or under the supervision of such persons and at such time or times
as shall from time to time be prescribed by the Board of Directors.
(4) The Corporation may issue, sell, redeem, repurchase and otherwise
deal in and with shares of its stock in fractional denominations and such
fractional denominations shall, for all purposes, be shares of capital stock
having proportionately to the respective fractions represented thereby all the
5
<PAGE>
rights of whole shares including, without limitation, the right to vote, the
right to receive dividends and distributions, and the right to participate upon
liquidation of the Corporation; provided that the issue of share in fractional
denominations shall be limited to such transactions and be made upon such terms
as may be fixed by or under authority of the bylaws.
(5) The Corporation shall not be obligated to issue certificates
representing shares of any class or series.
6
<PAGE>
ARTICLE VI
Preemptive Rights
No stockholder of the Corporation of any class or series, whether now or
hereafter authorized, shall have any preemptive or preferential or other right
of purchase of or subscription to any shares of any class or series of stock, or
securities convertible into, exchangeable for or evidencing the right to
purchase stock of any class or series whatsoever, whether or not the stock in
question be of the same class or series as may be held by such stockholders, and
whether now or hereafter authorized and whether issued for cash, property,
services or otherwise, other than such, if any, as the Board of Directors in its
discretion may from time to time fix.
ARTICLE VII
Number and Powers of Directors
(1) The number of Directors of the Corporation shall be three (3) or
such other number not less than three (3) as may from time to time be specified
in or fixed in the manner prescribed by the bylaws of the Corporation. The
bylaws of the Corporation shall also specify the number of Directors which shall
be necessary to and shall constitute a quorum; provided, however, that in no
case shall a quorum be less than one-third (1/3) of the total number of
Directors or less than two (2) Directors. Unless otherwise provided by the
bylaws of the Corporation, Directors need not be stockholders thereof.
(2) The names of the Directors who shall act until the first annual
meeting or until their successors are duly chosen and qualify are:
Charles W. Brady
Mark H. Williamson
Charles P. Mayer
(3) The Board of Directors of the Corporation is hereby empowered to
authorize the issuance from time to time of shares of capital stock, whether now
or hereafter authorized, for such consideration as the Board of Directors may
deem advisable, subject to such limitations as may be set forth in these
Articles or the bylaws of the Corporation or in the Maryland General Corporation
Law.
(4) Each Director and each officer of the Corporation shall be
indemnified by the Corporation to the full extent permitted by the Maryland
General Corporation Law and the bylaws of the Corporation, as such law and
bylaws may now or in the future be in effect, subject only to such limitations
as may be required by the Investment Company Act of 1940, as amended.
(5) The Board of Directors of the Corporation may make, alter or repeal
from time to time any of the bylaws of the Corporation except any particular
bylaw which is specified as not subject to alteration or repeal by the Board of
Directors.
ARTICLE VIII
Stockholder Vote
Notwithstanding any provisions of Maryland law requiring a greater
proportion than a majority of the votes of all classes or series or of any class
or series of stock entitled to be cast, to take or authorize any action, the
7
<PAGE>
Corporation may take or authorize any such action upon the concurrence of a
majority of the aggregate number of the votes entitled to be cast thereon.
ARTICLE IX
Perpetual Existence
The duration of the Corporation shall be perpetual.
ARTICLE X
Amendment
The Corporation reserves the right from time to time to make any
amendment of its Articles of Incorporation now or hereafter authorized by law,
including any amendment which alters the contract rights, as expressly set forth
in its Articles, of any outstanding stock by classification, reclassification or
otherwise, but no such amendment which changes such terms or contract rights of
any of its outstanding stock shall be valid unless such amendment shall have
been authorized by not less than a majority of the aggregate number of the votes
entitled to be cast thereon, by a vote at a meeting or in writing with or
without a meeting
IN WITNESS WHEREOF, I have signed these Articles of Incorporation,
acknowledging the same to be my act, on this 15th day of February, 1999.
/S/ Delta Donohue /s/ Charles P. Mayer
- ------------------------------------ ---------------------------------
Witness Charles P. Mayer
Incorporator
7800 East Union Avenue
Denver, CO 80237
STATE OF Colorado )
)ss.:
CITY AND COUNTY OF Denver )
I hereby certify that on the 15th day of February, 1999, before me, the
subscriber, a notary public of the State of Colorado, in and for the City and
County of Denver, personally appeared Charles P. Mayer who acknowledged the
foregoing Articles of Incorporation to be his act.
WITNESS my hand and notarial seal the day and year last above written.
/s/ Ruth A. Christensen
----------------------------------
Notary Public
My commission expires: 3/16/2002
---------
Exhibit (a)(2)
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
INVESCO TREASURERS' SERIES FUNDS, INC.
INVESCO Treasurers' Series Funds, Inc., a corporation organized and
existing under the General Corporation Law of the State of Maryland (the
"Company"), hereby certifies that:
FIRST: Article I of the Articles of Incorporation of the Company is
hereby amended to read as follows:
ARTICLE I
NAME AND TERM
The name of the corporation is "INVESCO Treasurer's Series Funds,
Inc.," and it shall have perpetual existence.
SECOND: The foregoing amendment, in accordance with the requirements of
Section 2-605 of the General Corporation Law of the State of Maryland, was
approved by a majority of the board of directors of the Company on February 3,
1999.
THIRD: The foregoing amendment was duly adopted in accordance with the
requirements of Section 2-408 of the General Corporation Law of the State of
Maryland.
The undersigned, President of the Company, who is executing on behalf of
the Company the foregoing Articles of Amendment, of which this paragraph is made
a part, hereby acknowledges, in the name and on behalf of the Company, the
foregoing Articles of Amendment to be the corporate act of the Company and
further verifies under oath that, to the best of his knowledge, information and
belief, the matters and facts set forth herein are true in all material
respects, under the penalties of perjury.
IN WITNESS WHEREOF, INVESCO Treasurers' Series Funds, Inc. has caused
these Articles of Amendment to be signed in its name and on its behalf by its
President and witnessed by its Secretary on the 24th day of May, 1999.
<PAGE>
These Articles of Amendment shall be effective upon acceptance by the
Maryland State Department of Assessments and Taxation.
INVESCO TREASURERS' SERIES FUNDS, INC.
By: /s/ MARK H. WILLIAMSON
------------------------------
Mark H. Williamson
President
WITNESSED:
/s/ GLEN A. PAYNE
- ----------------------------------
Glen A. Payne, Secretary
CERTIFICATION
-------------
I, Cheryl K. Howlett, a notary public in and for the County of Denver,
City of Denver, and State of Colorado, do hereby certify that Mark H.
Williamson, personally known to me to be the person whose name is subscribed to
the foregoing Articles of Amendment, appeared before me this date in person and
acknowledged that he signed, sealed and delivered said instrument as his free
and voluntary act and deed for the uses and purposes therein set forth.
Given my hand and official seal this 24th day of May, 1999.
/s/ Cheryl K. Howlett
----------------------------
Notary Public
7800 E. Union Avenue
Denver, Colorado 80237
[SEAL]
My commission expires: February 22, 2003
-----------------
2
Exhibit (b)
BY-LAWS
OF
INVESCO TREASURER'S SERIES FUNDS, INC.
ARTICLE I
OFFICES
SECTION 1.1. PRINCIPAL OFFICE. The principal office of the Corporation in the
State of Maryland shall be in the City of Baltimore.
SECTION 1.2. OTHER OFFICES. In addition to its principal office in the State of
Maryland, the Corporation may have an office or offices 7800 East Union Avenue,
Denver, Colorado 80237, and at such other places as the Board of Directors may
from time to time designate or the business of the Corporation may require.
ARTICLE II
STOCKHOLDERS' MEETINGS
SECTION 2.1. PLACE OF MEETINGS. Meetings of stockholders shall be held at such
place, within or without the State of Maryland, as may be designated from time
to time by the Board of Directors.
SECTION 2.2. ANNUAL MEETINGS. An annual meeting of stockholders, when required,
at which the stockholders shall elect a board of Directors and transact such
other business as may properly come before the meeting, shall be held in May of
each year, the precise date in May to be fixed by the Board of Directors;
provided, however, that notwithstanding the foregoing, if the Corporation is
required to elect directors under the Investment Company Act of 1940, as
amended, the meeting shall be designated as the annual meeting of the
Corporation for that year. Notwithstanding anything to the contrary contained
herein, the Corporation shall not be required to hold an annual meeting in any
year in which none of the following is required to be acted upon by stockholders
under the Investment Company Act of 1940, as amended:
(1) election of directors,
(2) approval of an investment advisory of management agreement,
(3) ratification of the selection of independent accountants, and
(4) approval of a distribution plan or agreement.
SECTION 2.3. SPECIAL MEETINGS. Special meetings of stockholders of the
Corporation shall be held whenever called by the Board of Directors or the
<PAGE>
President of the Corporation. Special meetings of stockholders shall also be
called by the Secretary upon the written request of stockholders entitled to
cast at least twenty-five percent (25%) of all the votes entitled to be cast at
such meeting. Such request shall state the purpose or purposes of such meeting
and the matters purposed to be acted on thereat. The Secretary shall inform such
stockholders of the reasonable estimated cost of preparing and mailing such
notice of the meeting, and upon payment to the Corporation for such costs, the
Secretary shall give notice stating the purpose or purposes of the meeting to
all entitled to a vote at such meeting. Unless requested by stockholders
entitled to cast a majority of all the votes entitled to be cast at the meeting,
a special meeting need not be called to consider any matter which is
substantially the same as a matter voted upon at any special meeting of
stockholders held during the preceding twelve months.
SECTION 2.4. NOTICE OF MEETINGS. Written or printed notice of every
stockholders' meeting stating the place, date and time, and in the case of a
special meeting the purpose or purposes thereof, shall be given by the Secretary
not less than ten (10) nor more than ninety (90) days before such meeting to
each stockholder entitled to vote at such meeting, either by mail or by
presenting it to him personally, or by leaving it at his residence or usual
place of business. If mailed, such notice shall be deemed to be given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the Corporation.
SECTION 2.5. QUORUM AND ADJOURNMENT OF MEETINGS. Except as otherwise provided by
law, by the Charter of the Corporation, or by these By-Laws, at all meetings of
stockholders the holders of a majority of the shares issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall be
requisite and shall constitute a quorum for the transaction of business. In the
absence of a quorum, the stockholders present or represented by proxy and
entitled to vote thereat shall have power to adjourn the meeting from time to
time without notice other than announcement at the meeting, until a quorum shall
be present. At any adjourned meeting at which a quorum shall be present, any
business may be transacted if the meeting had been held as originally called.
SECTION 2.6. VOTING RIGHTS, PROXIES. At each meeting of the stockholders at
which a quorum is present, each holder of stock entitled to vote thereat shall
be entitled to one in person or by proxy, executed in writing by the stockholder
or his duly authorized attorney-in-fact, for each share of stock of the
Corporation entitled to vote so registered in his name on the books of the
Corporation on the date fixed as the record date for the determination of
stockholders entitled to vote at such meeting. No proxy shall be valid after
eleven months from its date, unless otherwise provided in the proxy. At all
meetings of stockholders, unless the voting is conducted by inspectors, all
questions relating to the qualification of voters and the validity of proxies
and the acceptance or rejection of votes shall be decided by the chairman of the
meeting.
SECTION 2.7. VOTE REQUIRED. Except as otherwise provided by law, by the Charter
of the Corporation, or by these By-Laws, at each meeting of stockholders at
which a quorum is present, any election shall be decided by a plurality and all
other questions shall be decided by a majority of the votes cast by the
stockholders present in person or represented by proxy and entitled to vote with
respect to any such matter.
<PAGE>
SECTION 2.8. INSPECTORS OF ELECTION. In advance of any meeting of stockholders,
the Directors may appoint Inspectors of Election to act at the meeting or any
adjournment thereof. If Inspectors of Election are not so appointed, the
chairman of any meeting of stockholders may, and on the request of any
stockholder or his proxy shall, appoint Inspectors of Election of the meeting.
In case any person appointed as Inspector fails to appear or fails or refuses to
act, the vacancy may be filled by appointment made by the Directors in advance
of the convening of the meeting or at the meeting by the person acting as
chairman. The Inspectors of Election shall determine the number of shares of
stock outstanding, the shares of stock represented at the meeting, the existence
of a quorum, the authenticity, validity and effect of proxies, shall receive
votes, ballots or consents, shall hear and determine all challenges and
questions in any way arising in connection with the right to vote, shall count
and tabulate all votes or consents, determine the results, and do such other
acts as may be proper to conduct the election or vote with fairness to all
stockholders. On request of the chairman of the meeting or of any stockholder or
his proxy, the Inspectors of Election shall make a report in writing of any
challenge or question or matter determined by them and shall execute a
certificate of any facts found by them.
SECTION 2.9. ACTION BY STOCKHOLDERS WITHOUT MEETING. Except as otherwise
provided by law, the provisions of these By-Laws relating to notices and
meetings to the contrary notwithstanding, any action required or permitted to be
taken at any meeting of stockholders may be taken without a meeting if a consent
in writing setting forth the action shall be signed by all the stockholders
entitled to vote upon the action and such consent shall be filed with the
records of the Corporation.
SECTION 2.10. PRESENCE AT MEETINGS. Presence at meetings of stockholders
requires physical attendance by the stockholder or his or her proxy at the
meeting site and does not encompass attendance by telephonic or other means.
ARTICLE III
DIRECTORS
SECTION 3.1. NUMBER AND TERM. The Board of Directors shall consist of not less
than three (3) and not more than fifteen (15) directors, the number of directors
to be fixed from time to time within the above-specified limits by the
affirmative vote of a majority of the whole Board of Directors. At the first
annual meeting of stockholders and at each meeting thereafter called for the
purpose of electing directors, the stockholders shall elect directors to hold
office until their successors are elected and qualify. Directors need not be
stockholders of the Corporation.
SECTION 3.2. POWERS. The business of the Corporation shall be managed by the
Board of Directors which may exercise all powers of the Corporation and do all
lawful acts and things which are not by law or by the Charter of the
Corporation, or by these By-Laws, directed or required to be exercised or done
exclusively by the stockholders.
SECTION 3.3. ORGANIZATIONAL MEETINGS. The first meeting of each newly elected
Board of Directors for the purposes of organization and the election of officers
<PAGE>
and otherwise shall be held at such time and place as shall be specified in a
notice given as hereinafter provided for special meetings of the Board of
Directors, or as shall be specified in a written waiver signed by all directors.
SECTION 3.4. REGULAR MEETINGS. Regular meetings of the Board of Directors may be
held at such time and place as shall be determined from time to time by the
Board of Directors without further notice.
SECTION 3.5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called at any time by the President and shall be called by such President or the
Secretary upon the written request of any two (2) directors.
SECTION 3.6. NOTICE OF SPECIAL MEETINGS. Written notice of special meetings of
the Board of Directors, stating the place, date and time thereof, shall be given
not less than two (2) days before such meeting to each director, personally, by
telegram, by telecopy or other electronic or digital transmission, by mail, or
by leaving such notice at his place of residence or usual place of business. If
mailed, such notice shall be deemed to be given when deposited in the United
States mail, postage prepaid, directed to the director at his address as it
appears on the records of the Corporation.
SECTION 3.7. TELEPHONE MEETINGS. Any member or members of the Board of Directors
or of any committee designated by the Board, may participate in a meeting of the
Board, or any such committee, as the case may be, by means of a conference
telephone or similar communications equipment if all persons participating in
the meeting can hear each other at the same time. Participation in a meeting by
these means constitutes presence in person at the meeting.
SECTION 3.8. QUORUM, VOTING AND ADJOURNMENT OF MEETINGS. At all meetings of the
Board of Directors, a majority of the whole Board shall be requisite to and
shall constitute a quorum for the transaction of business. If a quorum is
present, the affirmative vote of a majority of the directors present shall be
the act of the Board of Directors, unless the concurrence of a greater
proportion if expressly required for such action by law, the Charter of the
Corporation or these By-Laws. If at any meeting of the Board there be less than
a quorum present, the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting until a
quorum shall have been obtained.
SECTION 3.9. REMOVAL. Any one or more of the directors may be removed, either
with or without cause, at any time, by the affirmative vote of the stockholders
holding a majority of the outstanding shares entitled to vote for the election
of directors. (For purposes of determining the circumstances and procedures
under which such removal of directors may take place, the provisions of Section
16(c) of the Investment Company Act of 1940 shall be applicable to the same
extent as if the Corporation were subject to the provisions of that Section.)
The successor or successors of any director or directors so removed may be
elected by the stockholders entitled to vote thereon at the same meeting to fill
any resulting vacancies for the unexpired term of removed directors. Except as
<PAGE>
provided by law, pending such an election (or in the absence of such an
election), the successor or successors of any director or directors so removed
may be chosen by the Board of Directors.
SECTION 3.10. VACANCIES. Except as otherwise provided by law, any vacancy
occurring in the Board of Directors and newly created directorships resulting
from an increase in the authorized number of directors may be filled by the vote
of a majority of the directors then in office or, if only, one director shall
then be in office, by such director. A director elected by the Board of
Directors to fill a vacancy shall be elected to hold office until the next
annual meeting of stockholders or until his successor is elected and qualifies.
SECTION 3.11. ACTION BY DIRECTORS WITHOUT MEETING. The provisions of these
By-Laws covering notices and meetings to the contrary notwithstanding, and
except as required by law, any action required or permitted to be taken at any
meeting of the Board of Directors may be taken without a meeting if a consent in
writing setting forth the action shall be signed by all of the directors
entitled to vote upon the action and such written consent is filed with the
minutes of proceedings of the Board of Directors.
SECTION 3.12. EXPENSES AND FEES. Each director may be allowed expenses, if any,
for attendance at each regular or special meeting of the Board of Directors and
each director who is not an officer or employee of the Corporation or of its
investment manager or underwriter or of any corporate affiliate of any of said
persons shall receive for services rendered as a director of the Corporation
such compensation as may be fixed by the Board of Directors. Nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
SECTION 3.13. EXECUTION OF INSTRUMENTS AND DOCUMENTS AND SIGNING OF CHECKS AND
OTHER OBLIGATIONS AND TRANSFERS. All instruments, documents and other papers
shall be executed in the name and on behalf of the Corporation and all checks,
notes, drafts and other obligations for the payment of money by the Corporation
shall be signed, and all transfer of securities standing in the name of the
Corporation shall be executed, by the President, any Vice President or the
Treasurer or by any one or more officers or agents of the Corporation as shall
be designated for that purpose by vote of the Board of Directors;
notwithstanding the above, nothing in this Section 3.13 shall be deemed to
preclude the electronic authorization, by designated persons, of the
Corporation's Custodian to transfer assets of the Corporation.
SECTION 3.14. CONTRACTS. Except as otherwise provided by law or by the Charter
of the Corporation, no contract or transaction between the Corporation and any
partnership or corporation, and no act of the Corporation, shall in any way be
affected or invalidated by the fact that any officer or director of the
Corporation is pecuniarily or otherwise interested therein or is a member,
officer or director of such interest shall be known to the Board of Directors of
the Corporation. Specifically, but without limitation of the foregoing, the
Corporation may enter into one or more contracts appointing INVESCO Funds Group,
Inc. investment manager of the Corporation, and may otherwise do business with
INVESCO Funds Group, Inc., notwithstanding the fact that one or more of the
directors of the Corporation and some or all of its officers are, have been or
may become directors, officers, members, employees, or stockholders of INVESCO
<PAGE>
Funds Group, Inc.; and in the absence of fraud, the Corporation and INVESCO
Funds Group, Inc. may deal freely with each other, and neither such contract
appointing INVESCO Funds Group, Inc. investment manager to the Corporation nor
any other contract or transaction between the Corporation and INVESCO Funds
Group, Inc. shall be invalidated or in any wise affected thereby, nor shall any
director or officer of the Corporation by reason thereof be liable to the
Corporation or to any stockholder or creditor of the Corporation or to any other
person for any loss incurred under or by reason of any such contract or
transaction. For purposes of this paragraph, any reference to "INVESCO Funds
Group, Inc." shall be deemed to include said company and any parent, subsidiary
or affiliate of said company and any successor (by merger, consolidation or
otherwise) to said company or any such parent, subsidiary or affiliate.
SECTION 3.15. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. (a)
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation. The indemnification shall be against expenses, including attorneys'
fees, judgments, fines, amounts paid in settlement, actually and reasonable
actually incurred in connection with the action, suit or proceeding, if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had reasonable grounds to believe that his
conduct was unlawful. A director may not be indemnified in respect of any
proceeding charging improper personal benefit to the director, whether or not
involving action in the director's official capacity, in which the director was
adjudged to be liable on the basis that personal benefit was improperly
received.
(b) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or on behalf of the Corporation to obtain a judgment or decree in its
favor by reason of the fact that he is or was a director, officer, employee, or
agent of the Corporation. The indemnification shall be against expenses,
including attorneys' fees, judgments, fines, amounts paid in settlement,
actually and reasonable actually incurred in connection with the action, suit or
proceeding, except that no indemnification shall be made in respect of any
claim, issue or matter as to which the person has been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Corporation,
except to the extent that the court in which the action or suit was brought, or
a court of equity in the county in which the Corporation has its principal
office, determines upon application, that, despite the adjudication of
liability, but in view of all circumstances of the case, the person is fairly
and reasonably entitled to indemnity for those expenses which the court shall
deem proper, provided such director or officer is not adjudged to be liable by
reason of his willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
<PAGE>
(c) To the extent that a director, officer, employee, or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsection (a) or (b) or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
therewith.
(d)(1) Unless a court orders otherwise, any indemnification under subsection (a)
or (b) of this section may be made by the Corporation only as authorized in the
specific case after a determination that indemnification of the director,
officer, employee, or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in subsection (a) or (b).
(2) The determination shall be made:
(i) By the Board of Directors, by a majority vote of a quorum which
consists of directors who were not parties to the action ("non-party
directors"), suit or proceeding; or if a quorum of non-party directors is not
obtainable, by a majority vote of a committee of at least two non-party
directors; or
(ii) If the required quorum is not obtainable, or if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion; or
(iii) By the stockholders.
(3) Authorization of indemnification and determination as to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible. However, if the determination that
indemnification is permissible is made by independent legal counsel,
authorization of indemnification and determination as to reasonableness or
expenses shall be made by a committee of non-party directors or by the non-party
quorum of the Board, or, if neither exists, by the full Board.
(4) Notwithstanding the provisions of paragraphs (1) and (2) of this
subsection (d), no person shall be entitled to indemnification for any
liability, whether or not there is an adjudication of liability, arising by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of duties as described in Sections 17(h) and (i) of the Investment
Company Act of 1940, as amended ("disabling conduct"). A person shall be deemed
not liable by reason of disabling conduct if, either:
(i) a final decision on the merits is made by a court or other body
before whom the proceeding was brought that the person to be indemnified
("indemnitee") was not liable by reason of disabling conduct; or
(ii) in the absence of such a decision, a reasonable determination,
based upon a review of the facts, that the indemnitee was not liable by reason
of disabling conduct, is made by either -
<PAGE>
(A) a majority of a quorum of directors who are neither
"interested persons" of the Corporation, as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended, nor parties to the action, suit or
proceeding, or
(B) an independent legal counsel in a written opinion.
(e) Expenses, including attorneys' fees, incurred by a director, officer,
employee or agent of the Corporation in defending a civil or criminal action,
suit or proceeding may be paid by the Corporation in advance of the final
disposition thereof if:
(1) authorized in the specific case by the Board of Directors; and
(2) the Corporation receives an undertaking by or on behalf of the
director, officer, employee or agent of the Corporation to repay the advance if
it is not ultimately determined that such person is entitled to be indemnified
by the Corporation; and
(3) either
(i) such person provides a security for his undertaking, or
(ii) the Corporation is insured against losses by reason of any
lawful advances, or
(iii) a determination, based on a review of readily available facts,
that there is reason to believe that such person ultimately will be found
entitled to indemnification, is made by either-
(A) a majority of a quorum which consists of directors who are
neither "interested persons" of the Corporation, as defined in Section 2(a)(19)
of the Investment Company Act of 1940, as amended, nor parties to the action,
suit or proceeding, or
(B) an independent legal counsel in a written opinion.
(f) The indemnification provided by this Section shall not be deemed exclusive
of any other rights to which a person may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding the office, and shall continue as to a person who has ceased to be a
director, officer, employee, or agent and inure to the benefit of the heirs,
executors and administrators of such person.
(g) The Corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee, or agent of the Corporation,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such. However, in no event will the
Corporation pay for that portion of the premium, if any, for insurance to
indemnify any officer or director against liability for any act for which the
Corporation itself is not permitted to indemnify him.
<PAGE>
(h) Nothing contained in this Section shall be construed to protect any director
or officer of the Corporation against any liability to the Corporation or to its
security holders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
(i) Any indemnification of, or advance of expenses to, a director in accordance
with this Section, if arising out of a proceeding by or in the right of the
Corporation, shall be reported in writing to the shareholders with the notice of
the next stockholders' meeting or prior to the meeting.
<PAGE>
ARTICLE IV
COMMITTEES
SECTION 4.1. EXECUTIVE AND OTHER COMMITTEES. The Board of Directors, by
resolution adopted by a majority of the whole Board, may designate an Executive
Committee and/or other committees, each committee to consist of two (2) or more
of the directors of the Corporation and may delegate to such committees, in the
intervals between meetings of the Board of Directors, any or all of the powers
of the Board of Directors in the management of the business and affairs of the
Corporation, except the power to: declare dividends or distributions of stock;
issue stock; or to recommend to stockholders any action requiring stockholder
approval. In the absence of any member of any such committee, the members
thereof present at any meeting, whether or not they constitute a quorum, may
appoint a member of the Board of Directors to act in place of such absent
member. Each such committee shall keep a record of its proceedings.
The Executive Committee and any other committee shall fix it own rules or
procedure, but the presence of at least fifty percent (50%) of the members of
the whole committee shall in each case be necessary to constitute a quorum of
the committee and the affirmative vote of the majority of the members of the
committee present at the meeting shall be necessary to take action. All actions
of the Executive Committee shall be reported to the Board of Directors at the
meeting thereof next succeeding to the taking of such action.
SECTION 4.2. ADVISORY COMMITTEE. The Board of Directors may appoint an advisory
committee which shall be composed of persons who do not serve the Corporation in
any other capacity and which shall have advisory functions with respect to the
investments of the Corporation, but which shall have no power to determine that
any security or other investment shall be purchased, sold or otherwise disposed
of by the Corporation. The number of persons constituting any such advisory
committee shall be determined from time to time by the Board of Directors. The
members of any such advisory committee may receive compensation for their
services and may be allowed such fees and expenses for the attendance at
meetings as the Board of Directors may from time to time determine to be
appropriate.
SECTION 4.3. COMMITTEE ACTION WITHOUT MEETING. The provisions of these By-Laws
covering notices and meetings to the contrary notwithstanding, and except as
required by law, any action required or permitted to be taken at any meeting of
any Committee of the Board appointed pursuant to Section 4.1 of these By-Laws
may be taken without a meeting if a consent in writing setting forth the action
shall be signed by all members of the Committee entitled to vote upon the action
and such written consent is filed with the records of the proceedings of the
Committee.
ARTICLE V
OFFICERS
<PAGE>
SECTION 5.1. EXECUTIVE OFFICERS. The executive officers of the Corporation shall
be a Chairman of the Board, a President, one or more Vice Presidents, a
Secretary and a Treasurer. The Chairman of the Board shall be selected from
among the directors but none of the other executive officers need be a member of
the Board of Directors. Two or more offices, except those of President and any
Vice President, may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity. The executive
officers of the Corporation shall be elected by the Board of Directors.
SECTION 5.2. OTHER OFFICERS. The Board of Directors may also elect one or more
Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers and
may elect, or may delegate to the President the power to appoint, such other
officers and agents as the Board of Directors shall at any time or from time to
time deem advisable.
SECTION 5.3. TERM, REMOVAL AND VACANCIES. Each officer of the Corporation shall
hold office until his successor is elected and has qualified. Any officer or
agent of the Corporation may be removed by the Board of Directors whenever, in
its judgment, the best interests of the Corporation will be served thereby, but
such removal shall be without prejudice to the contractual rights, if any, of
the person so removed.
SECTION 5.4. COMPENSATION OF OFFICERS. The compensation of officers and agents
of the Corporation shall be fixed by the Board of Directors, or by the President
to the extent provided by the Board of Directors with respect to officers
appointed by the President.
SECTION 5.5 POWER AND DUTIES. All officers and agents of the Corporation, as
between themselves and the Corporation, shall have such authority and perform
such duties in the management of the Corporation as may be provided in or
pursuant to these By-Laws, or, to the extent not so provided, as may be
prescribed by the Board of Directors; provided, that no rights of any third
party shall be affected or impaired by any such By-Law or resolution of the
Board unless he has knowledge thereof.
SECTION 5.6. THE CHAIRMAN. The Chairman shall preside at all meetings of the
stockholders and of the Board of Directors; and he shall perform such other
duties as the Board of Directors may from time to time prescribe.
SECTION 5.7. THE PRESIDENT. The President shall be the chief executive officer
of the Corporation; he shall have general and active management of the business
of the Corporation, shall see that all orders and resolutions of the Board of
Directors are carried into effect, and, in connection therewith, shall be
authorized to delegate to one or more Vice Presidents such of his powers and
duties at such times and in such manner as he may deem advisable. In the absence
of the Chairman, the President shall preside at all meetings of the stockholders
and the Board of Directors; and he shall perform such other duties as the Board
of Directors may, from time to time, prescribe.
SECTION 5.8. THE VICE PRESIDENTS. The Vice Presidents shall be of such number
and shall have such titles as may be determined from time to time by the Board
of Directors. The Vice President, or, if there be more than one, the Vice
Presidents in the order of their seniority as may be determined from time to
<PAGE>
time by the Board of Directors shall, in the absence or disability of the
President, exercise the powers and perform the duties of the President; and he
or they shall perform such other duties as the Board of Directors or the
President may from time to time prescribe.
SECTION 5.9. THE ASSISTANT VICE PRESIDENTS. The Assistant Vice President, or, if
there be more than one, the Assistant Vice Presidents, shall perform such duties
and have such powers as may be assigned them from time to time by the Board of
Directors or the President.
SECTION 5.10. THE SECRETARY. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the stockholders and of the Board of Directors in
a book to be kept for that purpose, and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties and have such powers as the Board
of Directors, may from time to time prescribe. He shall keep in safe custody the
seal of the Corporation and affix or cause the same to be affixed to any
instrument requiring it, and, when so affixed, it shall be attested by his
signature.
SECTION 5.11. THE ASSISTANT SECRETARIES. The Assistant Secretary, or, if there
be more than one, the Assistant Secretaries in the order determined by the Board
of Directors or the President, shall in the absence or disability of the
Secretary, perform the duties and exercise the powers of the Secretary and shall
perform such duties and have such other powers as the Board of Directors or the
President may from time to time prescribe.
SECTION 5.12. THE TREASURER. The Treasurer shall be the chief financial officer
of the Corporation. He shall keep or cause to be kept full and accurate accounts
or receipts and disbursements in books belonging to the Corporation, and he
shall render to the Board of Directors whenever any of them require it, an
account of his transactions as Treasurer and of the financial condition of the
Corporation; and he shall perform such other duties as the Board of Directors
may from time to time prescribe.
SECTION 5.13. THE ASSISTANT TREASURERS. The Assistant Treasurer, or, if there
shall be more than one, the Assistant Treasurers in the order determined by the
Board of Directors or the President, shall, in the absence or disability of the
Treasurer, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such powers as the Board of Directors, or the
President, may from time to time prescribe.
SECTION 5.14. DELEGATION OF DUTIES. Whenever an officer is absent or disabled,
or whenever for any reason the Board of Directors may deem it desirable, the
Board may delegate the powers and duties of an officer to any other officer or
officers or to any Director or Directors.
ARTICLE VI
CAPITAL STOCK
<PAGE>
SECTION 6.1. ISSUANCE OF STOCK. The Corporation shall not issue its shares of
capital stock except as approved by the Board of Directors.
SECTION 6.2. CERTIFICATES OF STOCK. Certificates for shares of each class of the
capital stock of the Corporation shall be in such form and of such design as the
Board of Directors shall approve, subject to the right of the Board of Directors
to change such form and design at any time or from time to time, and shall be
entered in the books of the Corporation as they are issued. Each such
certificate shall bear a distinguishing number; shall exhibit the holder's name
and certify the number of full shares owned by such holder; shall be signed by
or in the name of the Corporation by the President, or a Vice President or an
Assistant Vice President, and countersigned by the Secretary or an Assistant
Secretary or the Treasurer of the Corporation; shall be sealed with the
corporate seal; and shall contain such recitals as may be required by law. Where
any stock certificate is signed by a Transfer Agent or by a Registrar, the
signature of such corporate officers and the corporate seal may be facsimile,
printed or engraved. The Corporation may, at its option, discontinue the
issuance of a certificate or certificates to evidence shares of capital stock
owned of record by any stockholder.
In case any officer or officers who shall have signed, or whose facsimile
signature or signatures shall appear on, any such certificate or certificates
shall cease to be such officer or officers of the Corporation, whether because
of death, resignation or otherwise, before such certificate or certificates
shall have been delivered by the Corporation, such certificate or certificates
shall, nevertheless, be adopted by the Corporation and be issued and delivered
as though the person or persons who signed such certificate or certificates or
whose facsimile signature or signatures shall appear therein had not ceased to
be such officer or officers of the Corporation.
No certificate shall be issued for any share of stock until such share is fully
paid.
SECTION 6.3. TRANSFER OF STOCK. Transfers of shares of the capital stock of the
Corporation shall be made only on the books of the Corporation by the holder
thereof, or by his attorney thereunto duly authorized by a power of attorney
duly executed and filed with the Corporation or a Transfer Agent of the
Corporation, if any, upon written request in proper form if no share certificate
has been issued, or in the event such certificate has been issued, upon
presentation and surrender in proper form of said certificate.
SECTION 6.4. RECORD DATE. The Board of Directors may fix in advance a date as
the record date for the purpose of determining stockholders entitled to notice
of, or to vote at, any meeting of stockholders, or stockholders entitled to
receive payment of any dividend or the allotment of any rights, or in order to
make a determination of stockholders for any other purpose. Such date, in any
case shall be not more than ninety (90) days, and in case of a meeting of
stockholders not less than ten (10) days prior to the date on which particular
action requiring such determination of stockholders is to be taken. In lieu of
fixing a record date the Board of Directors may provide that the stock transfer
books shall be closed for a stated period but not to exceed, in any case, twenty
(20) days. If the stock transfer books are closed for the purpose of determining
stockholders entitled to notice of a vote at a meeting of stockholders, such
books shall be closed for at least ten (10) days immediately preceding such
meeting.
<PAGE>
SECTION 6.5 LOST, STOLEN, DESTROYED AND MUTILATED CERTIFICATES. The Board of
Directors may direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon satisfactory proof of such loss,
theft, or destruction; and the Board of Directors may, in its discretion,
require the owner of the lost, stolen or destroyed certificate, or his legal
representative, to give to the Corporation and to such Registrar, Transfer Agent
and/or Transfer Clerk as may be authorized or required to countersign such new
certificate or certificates, a bond in such sum and of such type as they may
direct, and with such surety or sureties, as they may direct, as indemnity
against any claim that may be against them or any of them on account of or in
connection with the alleged loss, theft or destruction of such certificate.
SECTION 6.6. REGISTERED OWNERS OF STOCK. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares of stock to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares of stock, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Maryland.
SECTION 6.7. FRACTIONAL DENOMINATIONS. Subject to any applicable provisions of
law and the Charter of the Corporation, the Corporation may issue shares of its
capital stock in fractional denominations, provided that the transactions in
which and the terms and conditions upon which shares in fractional denominations
may be issued may from time to time be limited or determined by or under the
authority of the Board of Directors.
ARTICLE VII
SALE AND REDEMPTION OF STOCK
SECTION 7.1. SALE OF STOCK. Upon the sale of each share of its Common Stock,
except as otherwise permitted by applicable laws and regulations, the
Corporation shall receive in case or in securities not less than the current net
asset value thereof, exclusive of any distributing commission or discount, and
in no event less than the par value thereof.
SECTION 7.2. REDEMPTION OF STOCK. Subject to and in accordance with any
applicable laws and regulations and any applicable provisions of the
Corporation's Article of Incorporation, the Corporation shall redeem all
outstanding shares of its capital stock duly delivered or offered for redemption
by any registered stockholder in a manner prescribed by or under authority of
the Board of Directors. Any shares so delivered or offered for redemption shall
be redeemed at a redemption price prescribed by the Board of Directors in
accordance with applicable laws and regulations; provided that in no event shall
such price be less than the applicable net asset value of such shares. The
Corporation shall pay redemption prices, in cash, in securities or other
property, from any sources permitted by law, all as the Board of Directors shall
from time to time determine.
<PAGE>
ARTICLE VIII
DIVIDENDS AND DISTRIBUTIONS
Subject to any applicable provisions of law and the Articles of the Corporation,
dividends and distributions upon the Common Stock of the Corporation may be
declared at such intervals as the Board of Directors may determine, in cash, in
securities or other property, or in shares of stock of the Corporation, from any
sources permitted by law, all as the Board of Directors shall from time to time
determine.
Inasmuch as the computation of net income and net profits from the sale of
securities or other properties for federal income tax purposes may vary from the
computation thereof on the books of the Corporation, the Board of Directors
shall have power, in its discretion, to distribute as income dividends and as
capital gain distributions, respectively, amounts sufficient to enable the
Corporation to avoid or reduce liability for federal income taxes.
ARTICLE IX
BOOKS AND RECORDS
SECTION 9.1. LOCATION. The books and records of the Corporation may be kept
outside the State of Maryland at such place or places as the Board of Directors
may from time to time determine, except as otherwise required by law.
SECTION 9.2. STOCK LEDGERS. The Corporation shall maintain at the office of its
Transfer Agent an original stock ledger containing the names and addresses of
all stockholders and the number of shares held by each stockholder. Such stock
ledger may be in written form or any other form capable of being converted into
written form within a reasonable time for visual inspection.
SECTION 9.3. ANNUAL STATEMENT. The President or a Vice President or the
Treasurer shall prepare or cause to be prepared annually a full and correct
statement of the affairs of the Corporation, including a statement of assets and
liabilities and a statement of operations for the preceding fiscal year, which
shall be submitted at the annual meeting of stockholders if such meeting be
held, and shall be filed within twenty (20) days thereafter at the principal
office of the Corporation in the State of Maryland.
ARTICLE X
WAIVER OF NOTICE
Whenever any notice of the time, place or purpose of any meeting of
stockholders, directors, or of any committee is required to be given under the
provisions of the statute or under the provisions of the Articles of the
Corporation or these By-Laws, a waiver thereof in writing, signed by the person
<PAGE>
or persons entitled to such notice and filed with the records of the meeting,
whether before or after the holding thereof, or actual attendance at the meeting
of Directors or committee in person, shall be deemed equivalent to the giving of
such notice to such person.
ARTICLE XI
MISCELLANEOUS
SECTION 11.1. SEAL. The Board of Directors shall adopt a corporate seal, which
shall be in the form of a circle, and shall have inscribed thereon the name of
the Corporation, the year of its incorporation, and the words "Corporate
Seal-Maryland." Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
SECTION 11.2. FISCAL YEAR. The fiscal year of the Corporation shall end on such
date as the Board of Directors may by resolution specify, and the Board of
Directors may by resolution change such date for future fiscal years at any time
and from time to time.
SECTION 11.3. ORDERS FOR PAYMENT OF MONEY. All orders or instructions for the
payment of money of the Corporation, and all notes or other evidences of
indebtedness issued in the name of the Corporation, shall be signed by such
officer or officers or such other person or persons as the Board of Directors
may from time to time designate, or as may be specified in or pursuant to the
agreement between the Corporation and the bank or trust company appointed as
Custodian of the securities and funds of the Corporation.
ARTICLE XII
COMPLIANCE WITH FEDERAL REGULATIONS
The Board of Directors is hereby empowered to take such action as they may deem
to be necessary, desirable or appropriate so that the Corporation is or shall be
in compliance with any federal or state statute, rule or regulation with which
compliance by the Corporation is required.
ARTICLE XIII
AMENDMENTS
These By-Laws may be amended, altered, or repealed at any annual or special
meeting of the stockholders by the affirmative vote of the holders of a majority
of the shares of capital stock of the Corporation issued and outstanding and
entitled to vote, provided notice of the general purpose of the proposed
amendment, alteration or repeal is given in the notice of said meeting; or, at
any meeting of the Board of Directors, by a vote of a majority of the whole
Board of Directors, provided, however, that any By-Law or amendment or
alteration of the By-Laws adopted by the Board of Directors may be amended,
altered or repealed and any By-Law repealed by the Board of Directors may be
reinstated, by vote of the stockholders of the Corporation.
<PAGE>
K:\WORD\LEGAL\ITST\BYLAWS.TR
CUSTODIAN CONTRACT
------------------
This Contract between INVESCO TREASURER'S SERIES TRUST, a business trust
organized and existing under the laws of The Commonwealth of Massachusetts and
having its principal place of business at 7800 E. Union Avenue, Denver, Colorado
80237 (the "Fund"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts
trust company, having its principal place of business at 225 Franklin Street,
Boston, Massachusetts 02110 (the "Custodian"),
WITNESSETH:
WHEREAS, the Fund is authorized to issue shares in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets; and
WHEREAS, the Fund intends to initially offer shares in two (2) series,
Treasurer's Money Market Reserve Fund and Treasurer's Tax-Exempt Reserve Fund
(such series together with all other series subsequently established by the Fund
and made subject to this Contract in accordance with paragraph 17, being herein
referred to as the "Portfolio(s)").
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto do hereby agree as follows:
1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT
The Fund hereby employs the Custodian as the custodian of the assets of
the Portfolios of the Fund, including securities which the Fund, on behalf of
the applicable Portfolio desires to be held in places within the United States
of America ("domestic securities") and securities it desires to be held outside
the United States of America ("foreign securities") pursuant to the provisions
of the Declaration of Trust. The Fund on behalf of the Portfolio(s) agrees to
deliver to the Custodian all securities and cash of the Portfolios, and all
payments of income, payments of principal or capital distributions received by
it with respect to all securities owned by the Portfolio(s) from time to time,
and the cash consideration received by it for such new or treasury shares of
capital stock, $0.01 par value, of the Fund representing interests in the
Portfolios ("Shares") as may be issued or sold from time to time. The Custodian
shall not be responsible for any property of a Portfolio held or received by the
Fund on behalf of the Portfolio and not delivered to the Custodian.
Upon receipt of "Proper Instructions" (as such term is defined in Article
5 of this Contract), the Custodian shall on behalf of the applicable
Portfolio(s) from time to time employ one or more sub-custodians located in the
United States of America, including any state or political subdivision thereof
and any territory over which its political sovereignty extends (the "United
<PAGE>
States" or "U.S."), but only in accordance with an applicable vote by the board
of trustees of the Fund (the "Board of Trustees") on behalf of the applicable
Portfolio(s) and provided that the Custodian shall have no more or less
responsibility or liability to the Fund on account of any actions or omissions
of any sub-custodian so employed than any such sub-custodian has to the
Custodian. The Custodian may employ as sub-custodians for the Fund's foreign
securities on behalf of the applicable Portfolio(s) the foreign banking
institutions and foreign securities depositories designated in Schedule A hereto
but only in accordance with the provisions of Article 3.
2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD BY THE
CUSTODIAN IN THE UNITED STATES
2.1 HOLDING SECURITIES. The Custodian shall hold and physically segregate for
the account of each Portfolio all non-cash property to be held by it in
the United States, including all domestic securities owned by such
Portfolio other than (a) securities which are maintained in a "U.S.
Securities System" (as such term is defined in Section 2.10 of this
Contract) and (b) commercial paper of an issuer for which State Street
Bank and Trust Company acts as issuing and paying agent ("Direct Paper")
which is deposited and/or maintained in the Custodian's Direct Paper
System pursuant to Section 2.11.
2.2 DELIVERY OF SECURITIES. The Custodian shall release and deliver domestic
securities owned by a Portfolio and held by the Custodian or in a U.S.
Securities System account of the Custodian, which account shall not
include any assets of the Custodian other than assets held as a fiduciary,
custodian or otherwise for its customers ("U.S. Securities System
Account") or in the Custodian's Direct Paper book-entry system account,
which account shall not include any assets of the Custodian other than
assets held as a fiduciary, custodian or otherwise for its customers
("Direct Paper System Account") only upon receipt of Proper Instructions
from the Fund on behalf of the applicable Portfolio, which may be
continuing instructions when deemed appropriate by the parties, and only
in the following cases:
1) Upon sale of such securities for the account of the Portfolio and
receipt of payment therefor;
2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Portfolio;
3) In the case of a sale effected through a U.S. Securities System, in
accordance with the provisions of Section 2.10 hereof;
4) To the depository agent in connection with tender or other similar
offers for securities of the Portfolio;
2
<PAGE>
5) To the issuer thereof or its agent when such securities are called,
redeemed, retired or otherwise become payable; provided that, in any
such case, the cash or other consideration is to be delivered to the
Custodian;
6) To the issuer thereof, or its agent, for transfer into the name of
the Portfolio or into the name of any nominee or nominees of the
Custodian or into the name or nominee name of any agent appointed
pursuant to Section 2.9 or into the name or nominee name of any
sub-custodian appointed pursuant to Article 1; or for exchange for a
different number of bonds, certificates or other evidence
representing the same aggregate face amount or number of units;
provided that, in any such case, the new securities are to be
delivered to the Custodian;
7) Upon the sale of such securities for the account of the Portfolio, to
the broker or its clearing agent, against a receipt, for examination
in accordance with "street delivery" custom; provided that, in any
such case, the Custodian shall have no responsibility or liability
for any loss arising from the delivery of such securities prior to
receiving payment for such securities except as may arise from the
Custodian's own negligence or willful misconduct;
8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of
the securities of the issuer of such securities, or pursuant to
provisions for conversion contained in such securities, or pursuant
to any deposit agreement; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the Custodian;
9) In the case of warrants, rights or similar securities, the surrender
thereof in the exercise of such warrants, rights or similar
securities or the surrender of interim receipts or temporary
securities for definitive securities; provided that, in any such
case, the new securities and cash, if any, are to be delivered to the
Custodian;
10) For delivery in connection with any loans of securities made by the
Portfolio, but only against receipt of adequate collateral as agreed
upon from time to time by the Custodian and the Fund on behalf of the
Portfolio, which may be in the form of cash or obligations issued by
the United States government, its agencies or instrumentalities,
except that in connection with any loans for which collateral is to
be credited to the Custodian's U.S. Securities System Account, the
Custodian will not be held liable or responsible for the delivery of
securities owned by the Portfolio prior to the receipt of such
collateral;
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11) For delivery as security in connection with any borrowings by the
Fund on behalf of the Portfolio requiring a pledge of assets by the
Fund on behalf of the Portfolio, but only against receipt of amounts
borrowed;
12) For delivery in accordance with the provisions of any agreement among
the Fund on behalf of the Portfolio, the Custodian and a
broker-dealer registered under the Securities Exchange Act of 1934
(the "Exchange Act") and a member of The National Association of
Securities Dealers, Inc. ("NASD"), relating to compliance with the
rules of The Options Clearing Corporation and of any registered
national securities exchange, or of any similar organization or
organizations, regarding escrow or other arrangements in connection
with transactions by the Portfolio of the Fund;
13) For delivery in accordance with the provisions of any agreement among
the Fund on behalf of the Portfolio, the Custodian, and a Futures
Commission Merchant registered under the Commodity Exchange Act,
relating to compliance with the rules of the Commodity Futures
Trading Commission and/or any Contract Market, or any similar
organization or organizations, regarding account deposits in
connection with transactions by the Portfolio of the Fund;
14) Upon receipt of instructions from the transfer agent for the Fund
(the "Transfer Agent"), for delivery to such Transfer Agent or to the
holders of shares in connection with distributions in kind, as may be
described from time to time in the Fund's currently effective
prospectus and statement of additional information related to the
Portfolio (the "Prospectus"), in satisfaction of requests by holders
of Shares for repurchase or redemption; and
15) For any other proper trust purpose, but only upon receipt of, in
addition to Proper Instructions from the Fund on behalf of the
applicable Portfolio, a certified copy of a resolution of the Board
of Trustees or of the executive committee thereof signed by an
officer of the Fund and certified by the Fund's Secretary or
Assistant Secretary specifying the securities of the Portfolio to be
delivered, setting forth the purpose for which such delivery is to be
made, declaring such purpose to be a proper trust purpose, and naming
the person or persons to whom delivery of such securities shall be
made.
2.3 REGISTRATION OF SECURITIES. Domestic securities held by the Custodian
(other than bearer securities) shall be registered in the name of the
Portfolio or in the name of any nominee of the Fund on behalf of the
Portfolio or of any nominee of the Custodian which nominee shall be
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assigned exclusively to the Portfolio, unless the Fund has authorized in
writing the appointment of a nominee to be used in common with other
registered investment companies having the same investment adviser as the
Portfolio, or in the name or nominee name of any agent appointed pursuant
to Section 2.9 or in the name or nominee name of any sub-custodian
appointed pursuant to Article 1. All securities accepted by the Custodian
on behalf of the Portfolio under the terms of this Contract shall be in
"street name" or other good delivery form. If, however, the Fund directs
the Custodian to maintain securities in "street name", the Custodian shall
utilize its best efforts only to (i) timely collect income due the Fund on
such securities and (ii) notify the Fund of relevant corporate actions
including, without limitation, pendency of calls, maturities, tender or
exchange offers.
2.4 BANK ACCOUNTS. The Custodian shall open and maintain a separate bank
account or accounts in the United States in the name of each Portfolio of
the Fund, subject only to draft or order by the Custodian acting pursuant
to the terms of this Contract, and shall hold in such account or accounts,
subject to the provisions hereof, all cash received by it from or for the
account of the Portfolio, other than cash maintained by the Portfolio in a
bank account established and used in accordance with Rule 17f-3 under the
Investment Company Act of 1940, as amended. Funds held by the Custodian
for a Portfolio may be deposited by it to its credit as Custodian in the
banking department of the Custodian or in such other banks or trust
companies as it may in its discretion deem necessary or desirable;
provided, however, that every such bank or trust company shall be
qualified to act as a custodian under the Investment Company Act of 1940,
as amended (the "Investment Company Act") and that each such bank or trust
company and the funds to be deposited with each such bank or trust company
shall on behalf of each applicable Portfolio be approved by vote of a
majority of the Board of Trustees. Such funds shall be deposited by the
Custodian in its capacity as Custodian and shall be withdrawable by the
Custodian only in that capacity.
2.5 AVAILABILITY OF FEDERAL FUNDS. Upon agreement between the Fund on behalf
of each applicable Portfolio and the Custodian, the Custodian shall, upon
the receipt of Proper Instructions from the Fund on behalf of a Portfolio,
make federal funds available to such Portfolio as of specified times
agreed upon from time to time by the Fund and the Custodian in the amount
of checks received in payment for Shares of such Portfolio which are
deposited into the Portfolio's account.
2.6 COLLECTION OF INCOME. Subject to the provisions of Section 2.3, the
Custodian shall collect on a timely basis all income and other payments
with respect to United States-registered securities held hereunder to
which each Portfolio shall be entitled either by law or pursuant to custom
in the securities business, and shall collect on a timely basis all income
and other payments with respect to domestic bearer securities if, on the
date of payment by the issuer, such securities are held by the Custodian
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or its agent thereof and shall credit such income, as collected, to such
Portfolio's account. Without limiting the generality of the foregoing, the
Custodian shall detach and present for payment all coupons and other
income items requiring presentation as and when they become due and shall
collect interest when due on securities held hereunder. Collection of
income due each Portfolio on domestic securities loaned pursuant to the
provisions of Section 2.2 (10) shall be the responsibility of the Fund;
the Custodian will have no duty or responsibility in connection therewith,
other than to provide the Fund with such information or data in its
possession as may be necessary to assist the Fund in arranging for the
timely delivery to the Custodian of the income to which the Portfolio is
properly entitled.
2.7 PAYMENT OF FUND MONIES. Upon receipt of Proper Instructions from the Fund
on behalf of the applicable Portfolio, which may be continuing
instructions when deemed appropriate by the parties, the Custodian shall
pay out monies of a Portfolio in the following cases only:
1) Upon the purchase of domestic securities, options, futures contracts
or options on futures contracts for the account of the Portfolio but
only (a) against the delivery of such securities or evidence of title
to such options, futures contracts or options on futures contracts to
the Custodian (or any bank, banking firm or trust company doing
business in the United States or abroad which is qualified under the
Investment Company Act to act as a custodian and has been designated
by the Custodian as its agent for this purpose) registered in the
name of the Portfolio or in the name of a nominee of the Custodian
referred to in Section 2.3 hereof or in proper form for transfer; (b)
in the case of a purchase effected through a U.S. Securities System,
in accordance with the conditions set forth in Section 2.10 hereof;
(c) in the case of a purchase involving the Direct Paper System, in
accordance with the conditions set forth in Section 2.11; (d) in the
case of repurchase agreements entered into between the Fund on behalf
of the Portfolio and the Custodian, or another bank, or a
broker-dealer which is a member of NASD, (i) against delivery of the
securities either in certificate form or through an entry crediting
the Custodian's account at the Federal Reserve Bank with such
securities or (ii) against delivery of the receipt evidencing
purchase by the Portfolio of securities owned by the Custodian along
with written evidence of the agreement by the Custodian to repurchase
such securities from the Portfolio; or (e) for transfer to a time
deposit account of the Fund in any bank, whether domestic or foreign;
such transfer may be effected prior to receipt of a confirmation from
a broker and/or the applicable bank pursuant to Proper Instructions
from the Fund as defined in Article 5;
2) In connection with conversion, exchange or surrender of securities
owned by the Portfolio as set forth in Section 2.2 hereof;
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3) For the redemption or repurchase of Shares issued by the Portfolio as
set forth in Article 4 hereof;
4) For the payment of any expense or liability incurred by the
Portfolio, including but not limited to the following payments for
the account of the Portfolio: interest, taxes, management fees,
accounting fees, transfer agent fees, legal fees and operating
expenses of the Fund whether or not such expenses are to be in whole
or part capitalized or treated as deferred expenses;
5) For the payment of any dividends on Shares of the Portfolio declared
pursuant to the governing documents of the Fund;
6) For payment of the amount of dividends received in respect of
securities sold short;
7) For any other proper purpose, but only upon receipt of, in addition
to Proper Instructions from the Fund on behalf of the Portfolio, a
certified copy of a resolution of the Board of Trustees or of the
executive committee thereof signed by an officer of the Fund and
certified by the Fund's Secretary or an Assistant Secretary,
specifying the amount of such payment, setting forth the purpose for
which such payment is to be made, declaring such purpose to be a
proper purpose, and naming the person or persons to whom such payment
is to be made.
2.8 LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF SECURITIES PURCHASED.
Except as specifically stated otherwise in this Contract, in any and every
case where payment for purchase of domestic securities for the account of
a Portfolio is made by the Custodian in advance of receipt of the
securities purchased in the absence of specific written instructions from
the Fund on behalf of such Portfolio to so pay in advance, the Custodian
shall be absolutely liable to the Fund for such securities to the same
extent as if the securities had been received by the Custodian.
2.9 APPOINTMENT OF AGENTS. The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust
company which is itself qualified under the Investment Company Act to act
as a custodian, as its agent to carry out such of the provisions of this
Article 2 as the Custodian may from time to time direct; provided,
however, that the appointment of any agent shall not relieve the Custodian
of its responsibilities or liabilities hereunder.
2.10 DEPOSIT OF SECURITIES IN U.S. SECURITIES SYSTEMS. The Custodian may
deposit and/or maintain domestic securities owned by a Portfolio in a
clearing agency registered with the Securities and Exchange Commission
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(the "SEC") under Section 17A of the Exchange Act, which acts as a
securities depository, or in the book-entry system authorized by the U.S.
Department of the Treasury and certain federal agencies (a "U.S.
Securities System") in accordance with applicable Federal Reserve Board
and SEC rules and regulations, if any, and subject to the following
provisions:
1) The Custodian may keep domestic securities of the Portfolio in a
U.S. Securities System provided that such securities are
represented in a U.S. Securities System Account;
2) The records of the Custodian with respect to securities of the
Portfolio which are maintained in a U.S. Securities System shall
identify by book-entry those securities belonging to the Portfolio;
3) The Custodian shall pay for domestic securities purchased for the
account of the Portfolio upon (i) receipt of advice from the U.S.
Securities System that such securities have been transferred to the
U.S. Securities System Account, and (ii) the making of an entry on
the records of the Custodian to reflect such payment and transfer for
the account of the Portfolio; the Custodian shall transfer securities
sold for the account of the Portfolio upon (i) receipt of advice from
the U.S. Securities System that payment for such securities has been
transferred to the U.S. Securities System Account and (ii) the making
of an entry on the records of the Custodian to reflect such transfer
and payment for the account of the Portfolio. Copies of all advices
from the U.S. Securities System of transfers of securities for the
account of the Portfolio shall identify the Portfolio, be maintained
for the Portfolio by the Custodian and be provided to the Fund at its
request. Upon request, the Custodian shall furnish the Fund on behalf
of the Portfolio confirmation of each transfer to or from the account
of the Portfolio in the form of a written advice or notice and shall
furnish to the Fund on behalf of the Portfolio copies of daily
transaction sheets reflecting each day's transactions in the U.S.
Securities System for the account of the Portfolio;
4) The Custodian shall provide the Fund on behalf of the Portfolio(s)
with any report obtained by the Custodian on the U.S. Securities
System's accounting system, internal accounting control and
procedures for safeguarding securities deposited in the U.S.
Securities System;
5) The Custodian shall have received from the Fund on behalf of the
Portfolio the initial or annual certificate, as the case may be,
required by Article 14 hereof;
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6) Anything to the contrary in this Contract notwithstanding, the
Custodian shall be liable to the Fund for the benefit of the
Portfolio for any loss or damage to the Portfolio resulting from use
of the U.S. Securities System by reason of any negligence,
misfeasance or misconduct of the Custodian or any of its agents or of
any of its or their employees or from failure of the Custodian or any
such agent to enforce effectively such rights as it may have against
the U.S. Securities System; at the election of the Fund, it shall be
entitled to be subrogated to the rights of the Custodian with respect
to any claim against the U.S. Securities System or any other person
which the Custodian may have as a consequence of any such loss or
damage if and to the extent that the Portfolio has not been made
whole for any such loss or damage.
2.11 FUND ASSETS HELD IN THE CUSTODIAN'S DIRECT PAPER SYSTEM. The Custodian may
deposit and/or maintain securities owned by a Portfolio in the Direct
Paper System of the Custodian subject to the following provisions:
1) No transaction relating to securities in the Direct Paper System will
be effected in the absence of Proper Instructions from the Fund on
behalf of the Portfolio;
2) The Custodian may keep securities of the Portfolio in the Direct
Paper System only if such securities are represented in the Direct
Paper System Account;
3) The records of the Custodian with respect to securities of the
Portfolio which are maintained in the Direct Paper System shall
identify by book-entry those securities belonging to the Portfolio;
4) The Custodian shall pay for securities purchased for the account of
the Portfolio upon the making of an entry on the records of the
Custodian to reflect such payment and transfer of securities to the
account of the Portfolio. The Custodian shall transfer securities
sold for the account of the Portfolio upon the making of an entry on
the records of the Custodian to reflect such transfer and receipt of
payment for the account of the Portfolio;
5) The Custodian shall furnish the Fund on behalf of the Portfolio
confirmation of each transfer to or from the account of the
Portfolio, in the form of a written advice or notice, of Direct Paper
on the next business day following such transfer and shall furnish to
the Fund on behalf of the Portfolio copies of daily transaction
sheets reflecting each day's transaction in the Direct Paper System
for the account of the Portfolio; and
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6) Upon the reasonable request of the Fund, the Custodian shall provide
the Fund with any report on the Direct Paper System's system of
internal accounting controls which has been prepared as of the time
of such request.
2.12 SEGREGATED ACCOUNT. The Custodian shall, upon receipt of Proper
Instructions from the Fund on behalf of each applicable Portfolio,
establish and maintain a segregated account or accounts for and on behalf
of each such Portfolio, into which account or accounts may be transferred
cash and/or securities, including securities maintained in a U.S.
Securities System Account by the Custodian pursuant to Section 2.10 hereof
(i) in accordance with the provisions of any agreement among the Fund on
behalf of the Portfolio, the Custodian and a broker-dealer registered
under the Exchange Act and a member of the NASD (or any futures commission
merchant registered under the Commodity Exchange Act), relating to
compliance with the rules of The Options Clearing Corporation and of any
registered national securities exchange (or the Commodity Futures Trading
Commission or any registered Contract Market), or of any similar
organization or organizations, regarding escrow or other arrangements in
connection with transactions by the Portfolio, (ii) for purposes of
segregating cash or government securities in connection with options
purchased, sold or written by the Portfolio or commodity futures contracts
or options thereon purchased or sold by the Portfolio, (iii) for the
purposes of compliance by the Portfolio with the procedures required by
Investment Company Act Release No. 10666, or any subsequent release or
releases of the SEC relating to the maintenance of segregated accounts by
registered investment companies and (iv) for other proper trust purposes,
but only, in the case of this clause (iv), upon receipt of, in addition to
Proper Instructions from the Fund on behalf of the applicable Portfolio, a
certified copy of a resolution of the Board of Trustees or of the
executive committee thereof signed by an officer of the Fund and certified
by the Fund's Secretary or an Assistant Secretary, setting forth the
purpose or purposes of such segregated account and declaring such purposes
to be proper trust purposes.
2.13 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Custodian shall execute
ownership and other certificates and affidavits for all federal and state
tax purposes in connection with receipt of income or other payments with
respect to domestic securities of each Portfolio held by it and in
connection with transfers of such securities.
2.14 PROXIES. The Custodian shall, with respect to the domestic securities held
hereunder, cause to be promptly executed by the registered holder of such
securities, if the securities are registered otherwise than in the name of
the Portfolio or a nominee of the Portfolio, all proxies, without
indication of the manner in which such proxies are to be voted, and shall
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promptly deliver to the Fund on behalf of the Portfolio such proxies, all
proxy soliciting materials and all notices relating to such securities.
2.15 COMMUNICATIONS RELATING TO PORTFOLIO SECURITIES. Subject to the provisions
of Section 2.3, the Custodian shall transmit promptly to the Fund for each
Portfolio all written information (including, without limitation, pendency
of calls and maturities of domestic securities and expirations of rights
in connection therewith and notices of exercise of call and put options
written by the Fund on behalf of the Portfolio and the maturity of futures
contracts purchased or sold by the Portfolio) received by the Custodian
from issuers of the securities being held for the Portfolio. With respect
to tender or exchange offers, the Custodian shall transmit promptly to the
Portfolio all written information received by the Custodian from issuers
of the securities whose tender or exchange is sought and from the party
(or his agents) making the tender or exchange offer. If the Portfolio
desires to take action with respect to any tender offer, exchange offer or
any other similar transaction, the Portfolio shall notify the Custodian at
least three (3) business days prior to the date on which the Custodian is
to take such action.
3. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD
OUTSIDE OF THE UNITED STATES
3.1 APPOINTMENT OF FOREIGN SUB-CUSTODIANS. The Fund hereby authorizes and
instructs the Custodian to employ as sub-custodians for the Portfolio's
securities and other assets maintained outside the United States the
foreign banking institutions and foreign securities depositories
designated on Schedule A hereto (the "foreign sub-custodians"). Upon
receipt of Proper Instructions, together with a certified resolution of
the Board of Trustees, the Custodian and the Fund on behalf of the
Portfolio(s) may agree to amend Schedule A hereto from time to time to
designate additional foreign banking institutions and foreign securities
depositories to act as sub-custodian. Upon receipt of Proper Instructions,
the Fund may instruct the Custodian to cease the employment of any one or
more such foreign sub-custodians for maintaining custody of the
Portfolio's assets.
3.2 ASSETS TO BE HELD. The Custodian shall limit the securities and other
assets maintained in the custody of the foreign sub-custodians to: (a)
"foreign securities", as defined in paragraph (c)(1) of Rule 17f-5 under
the Investment Company Act and (b) cash and cash equivalents in such
amounts as the Custodian or the Fund may determine to be reasonably
necessary to effect the Portfolio's foreign securities transactions.
3.3 FOREIGN SECURITIES SYSTEMS. Except as may otherwise be agreed upon in
writing by the Custodian and the Fund, assets of the Portfolio(s) shall be
maintained in a clearing agency which acts as a securities depository or
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in a book-entry system for the central handling of securities located
outside the United States (each a "Foreign Securities System") only
through arrangements implemented by the foreign banking institutions
serving as sub-custodians pursuant to the terms hereof (Foreign Securities
Systems and U.S. Securities Systems are referred to herein collectively as
the "Securities Systems"). Where possible, such arrangements shall include
entry into agreements containing the provisions set forth in Section 3.5
hereof.
3.4 HOLDING SECURITIES. The Custodian may hold securities and other non-cash
property for all of its customers, including the Fund, with a foreign
sub-custodian in a single account that is identified as belonging to the
Custodian for the benefit of its customers; provided, however, that (i)
the records of the Custodian with respect to securities and other non-cash
property of the Fund which are maintained in such account shall identify
by book-entry those securities and other non-cash property belonging to
the Fund and (ii) the Custodian shall require that the securities and
other non-cash property so held by the foreign sub-custodian be held
separately from the assets of the foreign sub-custodian or of others.
3.5 AGREEMENTS WITH FOREIGN BANKING INSTITUTIONS. Each agreement with a
foreign banking institution shall provide that: (a) the assets of each
Portfolio will not be subject to any right, charge, security interest,
lien or claim of any kind in favor of the foreign banking institution or
its creditors or agent, except a claim of payment for their safe custody
or administration; (b) beneficial ownership of the assets of each
Portfolio will be freely transferable without the payment of money or
value other than for custody or administration; (c) adequate records will
be maintained identifying the assets as belonging to the Custodian on
behalf of its customers; (d) officers of or auditors employed by, or other
representatives of the Custodian, including to the extent permitted under
applicable law the independent public accountants for the Fund, will be
given access to the books and records of the foreign banking institution
relating to its actions under its agreement with the Custodian; and (e)
assets of the Portfolios held by the foreign sub-custodian will be subject
only to the instructions of the Custodian or its agents.
3.6 ACCESS OF INDEPENDENT ACCOUNTANTS OF THE FUND. Upon request of the Fund,
the Custodian will use its best efforts to arrange for the independent
accountants of the Fund to be afforded access to the books and records of
any foreign banking institution employed as a foreign sub-custodian
insofar as such books and records relate to the performance of such
foreign banking institution under its agreement with the Custodian.
3.7 REPORTS BY CUSTODIAN. The Custodian will supply to the Fund from time to
time, as mutually agreed upon, statements in respect of the securities and
other assets of the Portfolio(s) held by foreign sub-custodians, including
but not limited to an identification of entities having possession of
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Portfolio securities and other assets and advices or notifications of any
transfers of securities to or from each custodial account maintained by a
foreign banking institution for the Custodian on behalf of its customers
indicating, as to securities acquired for a Portfolio, the identity of the
entity having physical possession of such securities.
3.8 TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT. (a) Except as otherwise provided
in paragraph (b) of this Section 3.8, the provision of Sections 2.2 and
2.7 of this Contract shall apply, MUTATIS MUTANDIS to the foreign
securities of the Portfolio(s) held outside the United States by foreign
sub-custodians.
(b) Notwithstanding any provision of this Contract to the contrary,
settlement and payment for securities received for the account of each
applicable Portfolio and delivery of securities maintained for the account
of each applicable Portfolio may be effected in accordance with the
customary established securities trading or securities processing
practices and procedures in the jurisdiction or market in which the
transaction occurs, including, without limitation, delivering securities
to the purchaser thereof or to a dealer therefor (or an agent for such
purchaser or dealer) against a receipt with the expectation of receiving
later payment for such securities from such purchaser or dealer.
(c) Securities maintained in the custody of a foreign sub-custodian may be
maintained in the name of such entity's nominee to the same extent as set
forth in Section 2.3 of this Contract, and the Fund agrees to hold any
such nominee harmless from any liability as a holder of record of such
securities.
3.9 LIABILITY OF FOREIGN SUB-CUSTODIANS. Each agreement pursuant to which the
Custodian employs a foreign banking institution as a foreign sub-custodian
shall require the institution to exercise reasonable care in the
performance of its duties and to indemnify, and hold harmless, the
Custodian and the Fund from and against any loss, damage, cost, expense,
liability or claim arising out of or in connection with the institution's
performance of such obligations. At the election of the Fund on behalf of
the Portfolio, it shall be entitled to be subrogated to the rights of the
Custodian with respect to any claims against a foreign banking institution
as a consequence of any such loss, damage, cost, expense, liability or
claim if and to the extent that the Portfolio has not been made whole for
any such loss, damage, cost, expense, liability or claim.
3.10 LIABILITY OF CUSTODIAN. The Custodian shall be liable for the acts or
omissions of a foreign banking institution to the same extent as set forth
with respect to sub-custodians generally in this Contract and, regardless
of whether assets are maintained in the custody of a foreign banking
institution, a foreign securities depository or a branch of a U.S. bank as
contemplated by Section 3.13 hereof, the Custodian shall not be liable for
any loss, damage, cost, expense, liability or claim resulting from
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nationalization, expropriation, currency restrictions, or acts of war or
terrorism or any loss where the sub-custodian has otherwise exercised
reasonable care. Notwithstanding the foregoing provisions of this Section
3.10, in delegating custody duties to State Street London Ltd., the
Custodian shall not be relieved of any responsibility to the Fund for any
loss due to such delegation, except such loss as may result from (a)
political risk (including, but not limited to, exchange control
restrictions, confiscation, expropriation, nationalization, insurrection,
civil strife or armed hostilities) or (b) other losses (excluding a
bankruptcy or insolvency of State Street London Ltd. not caused by
political risk) due to Acts of God, nuclear incident or other losses under
circumstances where the Custodian and State Street London Ltd. have
exercised reasonable care.
3.11 REIMBURSEMENT FOR ADVANCES. If the Fund requires the Custodian to advance
cash or securities for any purpose for the benefit of a Portfolio,
including the purchase or sale of foreign exchange or of contracts for
foreign exchange, or in the event that the Custodian or its nominee shall
incur or be assessed any taxes, charges, expenses, assessments, claims or
liabilities in connection with the performance of this Contract, except
such as may arise from its or its nominee's own negligent action,
negligent failure to act or willful misconduct, any property at any time
held for the account of the applicable Portfolio shall be security
therefor and should the Fund fail to repay the Custodian promptly, the
Custodian shall be entitled to utilize available cash and to dispose of
such Portfolio's assets to the extent necessary to obtain reimbursement.
3.12 MONITORING RESPONSIBILITIES. The Custodian shall furnish annually to the
Fund (during the month of June) information concerning the foreign
sub-custodians employed by the Custodian. Such information shall be
similar in kind and scope to that furnished to the Fund in connection with
the initial approval of this Contract. In addition, the Custodian will
promptly inform the Fund in the event that the Custodian learns of a
material adverse change in the financial condition of a foreign
sub-custodian or any material loss of the assets of the Fund or in the
case of any foreign sub-custodian not the subject of an exemptive order
from the SEC is notified by such foreign sub-custodian that there appears
to be a substantial likelihood that its shareholders' equity will decline
below $200 million (U.S. dollars or the local currency equivalent thereof)
or that its shareholders' equity has declined below $200 million (in each
case computed in accordance with generally accepted U.S. accounting
principles).
3.13 BRANCHES OF U.S. BANKS. (a) Except as otherwise set forth in this
Contract, the provisions hereof shall not apply where the custody of
Portfolio assets are maintained in a foreign branch of a banking
institution which is a "bank" as defined by Section 2(a)(5) of the
Investment Company Act meeting the qualification set forth in Section
26(a) of said Act. The appointment of any such branch as a sub-custodian
shall be governed by Article 1 of this Contract.
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(b) Cash held for each Portfolio of the Fund in the United Kingdom shall
be maintained in an interest bearing account established for the Fund with
the Custodian's London branch, which account shall be subject to the
direction of the Custodian, State Street London Ltd. or both.
3.14 TAX LAW. The Custodian shall have no responsibility or liability for any
obligations now or hereafter imposed on the Fund or the Custodian as
custodian of the Fund by the tax law of the United States. It shall be the
responsibility of the Fund to notify the Custodian of the obligations
imposed on the Fund or the Custodian as custodian of the Fund by the tax
law of jurisdictions other than those mentioned in the above sentence,
including responsibility for withholding and other taxes, assessments or
other governmental charges, certifications and governmental reporting. The
sole responsibility of the Custodian with regard to such tax law shall be
to use reasonable efforts to assist the Fund with respect to any claim for
exemption or refund under the tax law of jurisdictions for which the Fund
has provided such information.
4. PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES
The Custodian shall receive from the distributor for the Shares or from
the Transfer Agent and deposit into the account of the appropriate Portfolio
such payments as are received for Shares of that Portfolio issued or sold from
time to time by the Fund. The Custodian will provide timely notification to the
Fund on behalf of each Portfolio and the Transfer Agent of any receipt by it of
payments for Shares of such Portfolio.
From such funds as may be available for the purpose but subject to the
limitations of the Declaration of Trust and any applicable votes of the Board of
Trustees pursuant thereto, the Custodian shall, upon receipt of instructions
from the Transfer Agent, make funds available for payment to holders of Shares
who have delivered to the Transfer Agent a request for redemption or repurchase
of their Shares. In connection with the redemption or repurchase of Shares, the
Custodian is authorized upon receipt of instructions from the Transfer Agent to
wire funds to or through a commercial bank designated by the redeeming
shareholders. In connection with the redemption or repurchase of Shares, the
Custodian shall honor checks drawn on the Custodian by a holder of Shares, which
checks have been furnished by the Fund to the holder of Shares, when presented
to the Custodian in accordance with such procedures and controls as are mutually
agreed upon from time to time between the Fund and the Custodian.
5. PROPER INSTRUCTIONS
Proper Instructions as used throughout this Contract means a writing
signed or initialed by one or more person or persons as the Board of Trustees
15
<PAGE>
shall have from time to time authorized. Each such writing shall set forth the
specific transaction or type of transaction involved, including a specific
statement of the purpose for which such action is requested. Oral instructions
will be considered Proper Instructions if the Custodian reasonably believes them
to have been given by a person authorized to give such instructions with respect
to the transaction involved. The Fund shall cause all oral instructions to be
confirmed in writing. Upon receipt of a certificate of the Secretary or an
Assistant Secretary of the Fund as to the authorization by the Board of Trustees
accompanied by a detailed description of procedures approved by the Board of
Trustees, Proper Instructions may include communications effected directly
between electro-mechanical or electronic devices provided that the Fund has
followed any security procedures agreed to from time to time by Fund and the
Custodian, including, but not limited to, the security procedures selected by
the Fund in the Funds Transfer Addendum attached hereto. For purposes of this
Section, Proper Instructions shall include instructions received by the
Custodian pursuant to any three-party agreement which requires a segregated
asset account in accordance with Section 2.12.
6. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY
The Custodian may in its discretion, without express authority from the
Fund on behalf of each applicable Portfolio:
1) make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under this
Contract, provided that all such payments shall be accounted for to
the Fund on behalf of the Portfolio;
2) surrender securities in temporary form for securities in definitive
form;
3) endorse for collection, in the name of the Portfolio, checks, drafts
and other negotiable instruments; and
4) in general, attend to all non-discretionary details in connection
with the sale, exchange, substitution, purchase, transfer and other
dealings with the securities and property of the Portfolio except as
otherwise directed by the Board of Trustees.
7. EVIDENCE OF AUTHORITY
The Custodian shall be protected in acting upon any instructions, notice,
request, consent, certificate or other instrument or paper believed by it to be
genuine and to have been properly executed by or on behalf of the Fund. The
Custodian may receive and accept a certified copy of a vote of the Board of
16
<PAGE>
Trustees as conclusive evidence (a) of the authority of any person to act in
accordance with such vote or (b) of any determination or of any action by the
Board of Trustees pursuant to the Declaration of Trust as described in such
vote, and such vote may be considered as in full force and effect until receipt
by the Custodian of written notice to the contrary.
8. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND CALCULATION
OF NET ASSET VALUE AND NET INCOME
The Custodian shall cooperate with and supply necessary information to the
entity or entities appointed by the Board of Trustees to keep the books of
account of each Portfolio and/or compute the net asset value per share of the
outstanding Shares of each Portfolio or, if directed in writing to do so by the
Fund on behalf of the Portfolio(s), shall itself keep such books of account
and/or compute such net asset value per share. If so directed, the Custodian
shall also calculate daily the net income of the Portfolio(s) as described in
the Prospectus and shall advise the Fund and the Transfer Agent daily of the
total amount of such net income and, if instructed in writing by an officer of
the Fund to do so, shall advise the Transfer Agent periodically of the division
of such net income among its various components. The calculations of the net
asset value per share and the daily income of each Portfolio shall be made at
the time or times described from time to time in the Prospectus.
9. RECORDS
The Custodian shall with respect to each Portfolio create and maintain all
records relating to its activities and obligations under this Contract in such
manner as will meet the obligations of the Fund under the Investment Company
Act, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2
thereunder. All such records shall be the property of the Fund and shall at all
times during the regular business hours of the Custodian be open for inspection
by duly authorized officers, employees or agents of the Fund and employees and
agents of the SEC. The Custodian shall, at the Fund's request, supply the Fund
with a tabulation of securities owned by each Portfolio and held by the
Custodian and shall, when requested to do so by the Fund and for such
compensation as shall be agreed upon between the Fund and the Custodian, include
certificate numbers in such tabulations.
10. OPINION OF FUND'S INDEPENDENT ACCOUNTANTS
The Custodian shall take all reasonable action, as the Fund on behalf of
each applicable Portfolio may from time to time request, to obtain from year to
year favorable opinions from the Fund's independent accountants with respect to
17
<PAGE>
its activities hereunder in connection with the preparation of the Fund's Form
N-1A and N-SAR or other annual reports to the SEC and with respect to any other
SEC requirements.
11. REPORTS TO FUND BY INDEPENDENT ACCOUNTANTS
The Custodian shall provide the Fund at such times as the Fund may
reasonably require, with reports by independent accountants on the accounting
system, internal accounting control and procedures for safeguarding securities,
futures contracts and options on futures contracts, including securities
deposited and/or maintained in a Securities System, relating to the services
provided by the Custodian under this Contract; such reports shall be of
sufficient scope and in sufficient detail, as may reasonably be required by the
Fund to provide reasonable assurance that any material inadequacies would be
disclosed by such examination, and, if there are no such inadequacies, the
reports shall so state.
12. COMPENSATION OF CUSTODIAN
The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian as agreed upon from time to time between the
Fund on behalf of each applicable Portfolio and the Custodian.
13. RESPONSIBILITY OF CUSTODIAN
So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Contract and shall be held harmless in acting
upon any notice, request, consent, certificate or other instrument reasonably
believed by it to be genuine and to be signed by the proper party or parties,
including any futures commission merchant acting pursuant to the terms of a
three-party futures or options agreement. The Custodian shall be held to the
exercise of reasonable care in carrying out the provisions of this Contract, but
shall be kept indemnified by and shall be without liability to the Fund for any
action taken or omitted by it in good faith without negligence. It shall be
entitled to rely on and may act upon advice of counsel (who may be counsel for
the Fund) on all matters, and shall be without liability for any action
reasonably taken or omitted pursuant to such advice.
Except as may arise from the Custodian's own negligence or willful
misconduct or the negligence or willful misconduct of a sub-custodian or agent,
the Custodian shall be without liability to the Fund for any loss, liability,
claim or expense resulting from or caused by: (i) events or circumstances beyond
the reasonable control of the Custodian or any sub-custodian or Securities
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<PAGE>
System or any agent or nominee of any of the foregoing, including, without
limitation, nationalization or expropriation, imposition of currency controls or
restrictions, the interruption, suspension or restriction of trading on or the
closure of any securities markets, power or other mechanical or technological
failures or interruptions, computer viruses or communications disruptions, acts
of war or terrorism, riots, revolutions, work stoppages, natural disasters or
other similar events or acts; (ii) errors by the Fund or its investment advisor
in their instructions to the Custodian provided such instructions have been
given in accordance with this Contract; (iii) the insolvency of or acts or
omissions by a Securities System; (iv) any delay or failure of any broker, agent
or intermediary, central bank or other commercially prevalent payment or
clearing system to deliver to the Custodian's sub-custodian or agent securities
purchased or in the remittance of payment made in connection with securities
sold; (v) any delay or failure of any company, corporation, or other body in
charge of registering or transferring securities in the name of the Custodian,
the Fund, the Custodian's sub-custodians, nominees or agents or any
consequential losses arising out of such delay or failure to transfer such
securities including non-receipt of bonus, dividends and rights and other
accretions or benefits; (vi) delays or inability to perform its duties due to
any disorder in market infrastructure with respect to any particular security or
Securities System; and (vii) any provision of any present or future law or
regulation or order of the United States, or any other country, or political
subdivision thereof or of any court of competent jurisdiction.
The Custodian shall be liable for the acts or omissions of a foreign
banking institution appointed pursuant to the provisions of Article 3 to the
same extent as set forth in Article 1 hereof with respect to sub-custodians
located in the United States (except as specifically provided in Section 3.10)
and, regardless of whether assets are maintained in the custody of a foreign
banking institution, a foreign securities depository or a branch of a U.S. bank
as contemplated by Section 3.13 hereof, the Custodian shall not be liable for
any loss, damage, cost, expense, liability or claim resulting from, or caused
by, the direction of or authorization by the Fund to maintain custody or any
securities or cash of the Fund in a foreign country including, but not limited
to, losses resulting from nationalization, expropriation, currency restrictions,
or acts of war or terrorism.
If the Fund on behalf of a Portfolio requires the Custodian to take any
action with respect to securities, which action involves the payment of money or
which action may, in the opinion of the Custodian, result in the Custodian or
its nominee assigned to the Fund or the Portfolio being liable for the payment
of money or incurring liability of some other form, the Fund on behalf of the
Portfolio, as a prerequisite to requiring the Custodian to take such action,
shall provide indemnity to the Custodian in an amount and form satisfactory to
the Custodian.
If the Fund requires the Custodian, its affiliates, subsidiaries or
agents, to advance cash or securities for any purpose (including, but not
limited to, securities settlements, the purchase or sale of foreign exchange or
of contracts for foreign exchange, and assumed settlement) for the benefit of a
19
<PAGE>
Portfolio, or in the event that the Custodian or its nominee shall incur or be
assessed any taxes, charges, expenses, assessments, claims or liabilities in
connection with the performance of this Contract, except such as may arise from
its or its nominee's own negligent action, negligent failure to act or willful
misconduct, any property at any time held for the account of the applicable
Portfolio shall be security therefor and should the Fund fail to repay the
Custodian promptly, the Custodian shall be entitled to utilize available cash
and to dispose of such Portfolio's assets to the extent necessary to obtain
reimbursement.
14. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT
This Contract shall become effective as of the date of its execution,
shall continue in full force and effect until terminated as hereinafter
provided, may be amended at any time by mutual agreement of the parties hereto
and may be terminated by either party by an instrument in writing delivered or
mailed, postage prepaid to the other party, such termination to take effect not
sooner than thirty (30) days after the date of such delivery or mailing;
provided, however that the Custodian shall not with respect to a Portfolio act
under Section 2.10 hereof in the absence of receipt of an initial certificate of
the Secretary or an Assistant Secretary that the Board of Trustees has approved
the initial use of a particular Securities System by such Portfolio, as required
by Rule 17f-4 under the Investment Company Act and that the Custodian shall not
with respect to a Portfolio act under Section 2.11 hereof in the absence of
receipt of an initial certificate of the Secretary or an Assistant Secretary
that the Board of Trustees has approved the initial use of the Direct Paper
System by such Portfolio; provided further, however, that the Fund shall not
amend or terminate this Contract in contravention of any applicable federal or
state regulations, or any provision of the Declaration of Trust, and further
provided, that the Fund on behalf of one or more of the Portfolios may at any
time by action of the Board of Trustees (i) substitute another bank or trust
company for the Custodian by giving notice as described above to the Custodian
or (ii) immediately terminate this Contract in the event of the appointment of a
conservator or receiver for the Custodian by the Comptroller of the Currency or
upon the happening of a like event at the direction of an appropriate regulatory
agency or court of competent jurisdiction.
Upon termination of the Contract, the Fund on behalf of each applicable
Portfolio shall pay to the Custodian such compensation as may be due as of the
date of such termination and shall likewise reimburse the Custodian for its
costs, expenses and disbursements.
15. SUCCESSOR CUSTODIAN
If a successor custodian shall be appointed by the Board of Trustees, the
Custodian shall, upon termination, deliver to such successor custodian at the
offices of the Custodian, duly endorsed and in the form for transfer, all
20
<PAGE>
securities of each applicable Portfolio then held by it hereunder and shall
transfer to an account of the successor custodian all of the securities of each
such Portfolio held in a Securities System. If no such successor custodian shall
be appointed, the Custodian shall, in like manner, upon receipt of a certified
copy of a vote of the Board of Trustees, deliver at the office of the Custodian
and transfer such securities, funds and other properties in accordance with such
vote. In the event that no written order designating a successor custodian or
certified copy of a vote of the Board of Trustees shall have been delivered to
the Custodian on or before the date when such termination shall become
effective, then the Custodian shall have the right to deliver to a bank or trust
company, which is a "bank" as defined in the Investment Company Act, doing
business in Boston, Massachusetts, or New York, New York, of its own selection,
having an aggregate capital, surplus, and undivided profits, as shown by its
last published report, of not less than $200,000,000, all securities, funds and
other properties held by the Custodian on behalf of each applicable Portfolio
and all instruments held by the Custodian relative thereto and all other
property held by it under this Contract on behalf of each applicable Portfolio
and to transfer to an account of such successor custodian all of the securities
of each such Portfolio held in any Securities System. Thereafter, such bank or
trust company shall be the successor of the Custodian under this Contract.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Fund to procure the certified copy of the vote referred to or of
the Board of Trustees to appoint a successor custodian, the Custodian shall be
entitled to fair compensation for its services during such period as the
Custodian retains possession of such securities, funds and other properties and
the provisions of this Contract relating to the duties and obligations of the
Custodian shall remain in full force and effect.
16. INTERPRETIVE AND ADDITIONAL PROVISIONS
In connection with the operation of this Contract, the Custodian and the
Fund on behalf of each of the Portfolios may from time to time agree on such
provisions interpretive of or in addition to the provisions of this Contract as
may in their joint opinion be consistent with the general tenor of this
Contract. Any such interpretive or additional provisions shall be in a writing
signed by both parties and shall be annexed hereto, provided that no such
interpretive or additional provisions shall contravene any applicable federal or
state regulations or any provision of the Declaration of Trust. No interpretive
or additional provisions made as provided in the preceding sentence shall be
deemed to be an amendment of this Contract.
21
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17. ADDITIONAL FUNDS
In the event that the Fund establishes one or more series of Shares in
addition to Treasurer's Money Market Reserve Fund and Treasurer's Tax-Exempt
Reserve Fund with respect to which it desires to have the Custodian render
services as custodian under the terms hereof, it shall so notify the Custodian
in writing, and if the Custodian agrees in writing to provide such services,
such series of Shares shall become a Portfolio hereunder.
18. MASSACHUSETTS LAW TO APPLY
This Contract shall be construed and the provisions thereof interpreted
under and in accordance with laws of The Commonwealth of Massachusetts.
19. PRIOR CONTRACTS
This Contract supersedes and terminates, as of the date hereof, any other
prior contracts between the Fund and the Custodian relating to the custody of
the assets of the Portfolio(s).
20. DATA ACCESS ADDENDUM.
Each of the Fund and the Custodian agree to abide by the provisions of the
Data Access Addendum attached hereto.
21. SHAREHOLDER COMMUNICATIONS ELECTION
SEC Rule 14b-2 requires banks which hold securities for the account of
customers to respond to requests by issuers of securities for the names,
addresses and holdings of beneficial owners of securities of that issuer held by
the bank unless the beneficial owner has expressly objected to disclosure of
this information. In order to comply with the rule, the Custodian needs the Fund
to indicate whether it authorizes the Custodian to provide the Fund's name,
address, and share position to requesting companies whose securities the Fund
owns. If the Fund tells the Custodian "no", the Custodian will not provide this
information to requesting companies. If the Fund tells the Custodian "yes" or
does not check either "yes" or "no" below, the Custodian is required by the rule
to treat the Fund as consenting to disclosure of this information for all
securities owned by the Fund or any funds or accounts established by the Fund.
For the Fund's protection, the Rule prohibits the requesting company from using
the Fund's name and address for any purpose other than corporate communications.
22
<PAGE>
Please indicate below whether the Fund consents or objects by checking one of
the alternatives below.
YES [ ] The Custodian is authorized to release the Fund's name,
address, and share positions.
NO [x] The Custodian is not authorized to release the Fund's name,
address, and share positions.
23
<PAGE>
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of May 1, 1999
ATTEST INVESCO TREASURER'S SERIES TRUST
/s/ Glen A. Payne By: /s/ Ronald L. Grooms
_________________ ____________________
Name: Glen A. Payne Name: Ronald L. Grooms
Title: Secretary ____________________
Title: Treasurer
ATTEST STATE STREET BANK AND TRUST COMPANY
/s/ Stephanie L. Poster By: /s/ Ronald E. Logue
_______________________ ___________________
Stephanie L. Poster Name: Ronald E. Logue
Vice President and Associate ____________________
Counsel Title: Vice President
24
Exhibit (g) (2)
INVESCO FUNDS INVESCO FUNDS GROUP, INC.
7800 East Union Avenue
Denver, Colorado 80237
Post Office Box 173706
Denver, Colorado 80217-3706
Telephone: 303-930-6300
May 26, 1999
State Street Bank and Trust Company
One Heritage Drive, JPB2N
North Quincy, MA 02171
Attn: Christopher J. Meyers, Assistant Vice President
Re: Custodian Contract dated as of May 1, 1999 by and between INVESCO
Treasurer's Series Trust and State Street Bank and Trust Company (the
"Contract")
Ladies and Gentlemen:
You are hereby advised that, pursuant to a Notice of Termination filed with the
Massachusetts Secretary of State effective as of May 28, 1999, a copy of which
is attached hereto as Exhibit A, INVESCO Treasurer's Series Trust (the "Trust")
has dissolved its business trust status.
You are further advised that, pursuant to Articles of Incorporation filed with
the Maryland Secretary of State on March 17, 1999, a copy of which (as certified
by said Secretary of State) is attached hereto as Exhibit B, the fund has
incorporated under the laws of Maryland.
In light of the foregoing notices, and pursuant to Section 14 of the Contract,
the Company hereby requests your bank's consent to amend the Contract as
follows:
1. The words "business trust" and "The Commonwealth of Massachusetts"
occurring in the first unnumbered paragraph of the Contract shall be
deleted and replaced in their entirety with "corporation" and "The State
of Maryland," respectively.
2. All references within the Contract to the Company's Declaration of Trust
shall be amended to refer to the Company`s Articles of Incorporation.
3. All references within the Contract to the Trust's Board of Trustees shall
be amended to refer to the Company's Board of Directors.
4. All references within the Contract to either a "proper purpose" or "proper
trust purpose" of the Company shall be amended to refer to a "proper
corporate purpose" of the Company.
All other terms and conditions of the Custodian Contract shall remain in full
force and effect and further are hereby confirmed and ratified by the Company.
<PAGE>
Kindly indicate your concurrence with the foregoing amendment by executing two
copies of this letter, returning one to the Company and retaining one for your
records. This amendment shall be effective as of the date indicated below.
Sincerely,
INVESCO TREASURER'S SERIES FUNDS, INC.
By: /s/ Mark H. Williamson
-------------------------------
Name: Mark H. Williamson
Title: President, Duly Authorized
AGREED AND ACCEPTED:
STATE STREET BANK AND TRUST COMPANY
By:
-------------------------------
Name: Ronald E. Logue
Title: Vice Chairman, Duly Authorized
Effective Date: _______________, 1999
Attachments
Exhibit(i)
KIRKPATRICK & LOCKHART LLP
1800 MASSACHUSETTS AVENUE, N.W.
2ND FLOOR
WASHINGTON, D. C. 20036-1800
TELEPHONE (202) 778-9000
FACSIMILE (202) 778-9100
www.kl.com
May 28, 1999
INVESCO Treasurer's Series Funds, Inc.
7800 E. Union Avenue
Denver, Colorado 80237
Dear Sir or Madam:
INVESCO Treasurer's Series Funds, Inc. (the "Company") is a corporation
organized under the laws of the State of Maryland on March 17, 1999 as
Treasurer's Series Fund's, Inc. You have requested our opinion regarding certain
matters in connection with the Company's issuance of shares of its common stock
(the "Shares").
We have, as counsel, participated in various corporate and other matters
relating to the Company. We have examined copies, either certified or otherwise
proved to be genuine, of its Articles of Incorporation and By-Laws, the minutes
of meetings of its board of directors and other documents relating to the
organization and operation of the Company, and we are generally familiar with
its business affairs. Based upon the foregoing, it is our opinion that the
Shares of the Company may be legally and validly issued in accordance with the
Company's Articles of Incorporation and By-Laws and subject to compliance with
the Securities Act of 1933, the Investment Company Act of 1940 and applicable
state laws regulating the offer and sale of securities; and when so issued, the
Shares will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion in connection with
Post-Effective Amendment No. 22 to the Company's Registration Statement on Form
N-1A (File No. 033-19862) to be filed with the Securities and Exchange
Commission. We also consent to the reference to our firm under the caption
"Legal Counsel" in the Statement of Additional Information filed as part of the
Registration Statement.
Very truly yours,
/s/ Kirkpatrick & Lockhart LLP
KIRKPATRICK & LOCKHART LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 22 to the registration statement on form N-1A (the "Registration
Statement") of our report dated January 29, 1999, relating to the financial
statements and financial highlights appearing in the December 31, 1998 Annual
Report to shareholders of INVESCO Treasurer's Series Trust (now known as INVESCO
Treasurer's Series Funds, Inc.), which is also incorporated by reference into
the Registration Statement. We also consent to the references to us under the
heading "Financial Highlights" in the Prospectus and under the heading
"Independent Accountants" in the Statement of Additional Information.
PricewaterhouseCoopers LLP
Denver, Colorado
May 28, 1999
